Tax Assistance and Cooperation Sample Clauses

Tax Assistance and Cooperation. After the Closing Date, the parties shall cooperate and shall cause their respective appropriate personnel to provide each other with reasonable assistance with financial and tax matters relating to preparation of tax returns associated with the Business and the payment of taxes associated with the Business, including assistance in the payment of all sales and use taxes, income taxes, franchise taxes and any other taxes related to the Business. Each party receiving such cooperation shall reimburse the party supplying such cooperation for its actual out-of-pocket costs relating to such cooperation and assistance under this Section 8.4.
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Tax Assistance and Cooperation. (i) The Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company is reasonably requested for the filing of any Tax Returns, for the preparation of any audit and for the prosecution or defense of any Tax Claim, suit or proceeding related to any proposed adjustment. Any information obtained under this Section 4.6(i) shall be kept confidential except (1) as may be otherwise necessary in connection with the filing of Tax Returns or Tax Claims for refund or in conducting an audit or other proceeding or (2) with the consent of the Seller or the Buyer, as the case may be.
Sample 1
Tax Assistance and Cooperation. After the Closing Date, Buyer shall cooperate and shall cause its appropriate personnel to provide Sellers with assistance with financial and tax matters relating to Sellers' preparation of its tax returns and the payment of taxes, including assistance in the payment of all sales and use taxes, income taxes, franchise taxes and any other taxes related to Sellers' operation of the R.V. Division prior to the Closing Date. Sellers shall reimburse Buyer for its actual out-of-pocket costs relating to their cooperation and assistance under this paragraph.
Sample 1
Tax Assistance and Cooperation. For a period of seven years from and after the Closing Date, FSI, the Surviving Corporation and the Shareholders shall (i) cooperate (and cause their respective Affiliates to cooperate) with each other and with each other's respective agents, including accounting firms and legal counsel, in connection with the preparation or audit of any Tax return or report, amended return or report, claim for refund and any tax claim or litigation in respect of SSI that include whole or partial taxable periods, activities, operations or events prior to the Effective Date, which cooperation shall include, but not be limited to, preserving and making available to the other all information, records, and documents in their possession or control relating to liabilities for Taxes associated with the operation of SSI prior to the Effective Date, and (ii) make available to the other as reasonably requested and available, personnel responsible for preparing, maintaining and interpreting information, records and documents in connection -3- with Taxes as well as related litigation. Any information provided or obtained under this Section 5(c) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or reports, refund claims, audits, tax claims and litigation. The Surviving Corporation and the Shareholders shall provide the other with prompt notice in writing of any pending or threatened tax audits, assessments or proceedings that they become aware of related to the business or operations of SSI for whole or partial periods prior to the Closing Date; provided that in any event such notice shall not be given more than 10 business days after such party learns of such pending or threatened tax audit, assessment or proceeding. Such notice shall contain factual information (to the extent known) describing the asserted tax liability in reasonable detail and shall be accompanied by copies of any notice or other document received from or with any tax authority in respect of any such matters. The Shareholders shall not compromise any audit issue affecting SSI or its business for whole or partial periods from and after the Effective Date without advising the Surviving Corporation and FSI in writing of the issues, risks and proposed compromise. Where such compromise will affect any Taxes for which the Surviving Corporation or FSI is liable and the Shareholders have received notice from the Surviving Corporation or FSI concerning such effect, then...
Sample 1
Tax Assistance and Cooperation. The Shareholder Representative on the one hand, and Parent and the Company, on the other, shall cooperate (and cause their affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (A) preparation and filing of Tax returns, (B) determining the liability and amount of any Taxes due or the right to and amount of any refund of Taxes, (C) examinations of Tax returns, and (D) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include each party making all information and documents in its possession relating to the Company available to the other party. The parties shall retain all Tax returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extension thereof) of the Tax period to which such Tax returns and other documents and information relate. Each of the parties shall also make available to the other party, as reasonably requested and available, personnel (including officers, directors, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that the Shareholder Representative exercises its right to undertake the defense of any Tax claim, Parent and the Company shall cooperate with the Shareholder Representative and shall provide the Shareholder Representative with access to tax returns, books and records and other relevant information and shall execute any necessary powers of attorney relevant to the Shareholder Representative's authority hereunder.
Sample 1
Tax Assistance and Cooperation 
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Related to Tax Assistance and Cooperation

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Transition Assistance Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis all Collaborator Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory. If any such contract between Collaborator and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

  • Audit Assistance Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by a Governmental Authority (including a Taxing Authority), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.

  • Technical Assistance Except as expressly set forth elsewhere in this Agreement (including in the Exhibits), in the CONTRIBUTION AGREEMENT, in the SEPARATION AGREEMENT, or any other mutually executed agreement between the parties, no party shall be required to provide the other party with any technical assistance or to furnish any other party with, or obtain on their behalf, any documents, materials or other information or Technology.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Mutual Assistance Each of the Company, Parent and Merger Sub will furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by such other Party to be included therein and will otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Proxy Statement and the resolution of any comments to either received from the SEC.

  • Cooperation and Assistance (i) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Section 6.14.

  • Outplacement Assistance 14.1 Following a termination of employment, other than for Cause, the Executive shall be reimbursed by the Company for the costs of all outplacement services obtained by the Executive within the one-year period after the Effective Date of Termination; provided, however, that the total reimbursement shall be limited to an amount equal to $100,000. The provision of such outplacement services reimbursement shall be subject to the terms of Section 9(c).

  • Employee Cooperation Following termination of Employee’s employment, Employee shall cooperate fully with the Company in all matters including, but not limited to, advising the Company of all pending work on behalf of the Company and the orderly transfer of work to other employees or representatives of the Company. Employee shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to Employee’s acts or omissions while employed by the Company.

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