Tax Audits; Cooperation Clause Samples
Tax Audits; Cooperation. (i) The Purchasers shall promptly notify the Seller in writing of any announcement, notice or commencement of any Relevant Tax Proceeding in relation to any Pre-Closing Date Period, including such factual information describing the object of the Relevant Tax Proceeding to a reasonable level of detail and copies of any assessment, notice or other document received from any Tax authority related to the applicable Tax.
(ii) The Seller shall fully cooperate with the Purchasers to provide without undue delay any information to be furnished to a Tax auditor or the Tax authorities in connection with any Relevant Tax Proceedings upon the Purchasers` reasonable request.
(iii) On request of the Purchasers, the Seller shall in particular procure (stehen dafür ein) for the Purchasers any document or information that the 42 Purchasers reasonably believe would be useful in connection with a Relevant Tax Proceeding, provided that such document or information is the Seller’s possession or can be reasonably obtained by the Seller.
Tax Audits; Cooperation. (a) Buyer and the Company agree to give written notice to Seller of the receipt of any written notice from a Tax authority that involves the assertion of any claim for Taxes or the commencement of any Tax proceeding or Tax audit that could result in Taxes for which Seller may be liable hereunder.
(b) Notwithstanding anything herein to the contrary, Seller shall be entitled to control the contest or resolution of any Tax proceeding or Tax audit relating solely to Taxes for which Seller may be liable hereunder for a taxable period ending on or prior to the Closing Date; provided, however, that (i) before entering into any settlement of a claim or ceasing to defend such audit or proceeding, Seller shall obtain the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned unless it involves Taxes, Losses or other liability for which Seller is not responsible hereunder); and (ii) Buyer shall be entitled to participate fully in the representation of the Company with respect to such proceeding or audit and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne by Buyer. Buyer shall be entitled to control the contest or resolution of any other Tax proceeding or Tax audit with respect to Taxes for which Seller may be liable hereunder; provided, however, that (A) Buyer shall obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim for which it may seek indemnity from Seller hereunder or before ceasing to defend such audit or proceeding; and (B) Seller shall be entitled to participate fully in any representation of the Company with respect to the defense of a Tax claim for which Seller may be responsible hereunder and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne by Seller.
(c) The parties shall cooperate with each other on a commercially reasonable basis, and shall cause their respective Representatives to provide such cooperation, in preparing and filing all Tax Returns, in handling audits, examinations, investigations and administrative, court or other Proceedings relating to Taxes, in resolving all disputes, audits and refund claims with respect to such Tax Returns and Taxes, and any earlier Tax Returns and Taxes of the Company, as applicable, and in all other appropriate Tax matters, in ...
Tax Audits; Cooperation. In connection with the preparation of any Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities relating to the Business, Buyer and Seller Group will cooperate fully with each other, including by furnishing or making available during normal business hours records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Returns, the conduct of audit examinations or the defense of claims by Governmental Authorities as to the imposition of Taxes.