Preparation and Filing of Tax Returns. (i) Company shall file or cause to be filed all Federal, state and local income Tax Returns of Company for all taxable periods that end on or before the Closing Date. (ii) Parent shall file or cause to be filed all separate Returns of, or that include, Company for all taxable periods ending after the Closing Date. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided.
Appears in 9 contracts
Samples: Merger Agreement (Alliance Group Inc), Merger Agreement (Alliance Group Inc), Merger Agreement (Alliance Group Inc)
Preparation and Filing of Tax Returns. (i) Company shall file or cause to be filed all Federal, state and local income Tax Returns of Company for all taxable periods that end on or before the Closing Date.
(ii) Parent shall file or cause to be filed all separate Returns of, or that include, Company for all taxable periods ending after the Closing Date.
(iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in -34 respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided.
Appears in 1 contract