Tax Cooperation and Information Sample Clauses

Tax Cooperation and Information. (a) The Buyers and the Sellers agree to furnish or cause to be furnished to each other, upon reasonable request, as promptly as practicable, such information and assistance relating to the Business, the Transferred Assets and the Assumed Liabilities as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Governmental Authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax.
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Tax Cooperation and Information. The Buyers will use commercially reasonable efforts to cooperate with the Sellers, at the Sellers’ sole costs and expenses (provided that the Buyers shall discuss with the Sellers the estimated costs and expenses to be incurred in connection with the foregoing before such costs and expenses are actually incurred), to enable the Sellers to comply with U.K., and U.S. federal and state, tax obligations with respect to FX or any Subsidiary of FX with respect to any taxable year that includes the FFAP Purchase Closing Date or any prior taxable year. Such cooperation will include (i) the retention and timely provision to the Sellers of records and information to enable the Sellers to comply with the Sellers’ U.K., and U.S. federal and state, tax obligations with respect to FX and any Subsidiary of FX, (ii) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and (iii) timely filing appropriate forms and certificates provided by the Sellers with respect to any tax treaties applicable to the Sellers.
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Tax Cooperation and Information. Contractor shall pay all payroll and other related employment compensation taxes for Contractor’s Project Staff; federal, state and other taxes that may be assessed on Contractor’s net income, net worth, license, privilege or gross receipts (other than taxes that are designated as Sales Taxes) arising from this Agreement; and engineering and business license costs (collectively, the “Contractor Taxes”), all of which shall be deemed included in the Fixed Portion. Sales, Contractor’s Excise Tax, or use taxes (or the equivalent thereof, however designated in non-South Dakota jurisdictions) required to be paid (and for which no exemption is available) in connection with the Work (collectively “Sales Taxes”), including Sales Taxes on Equipment and Materials provided by Contractor, shall be administered by Contractor in accordance with Section 8.6.3. Contractor understands that the Big Stone Site is not located in Big Stone City, S.D., and therefore Big Stone City sales tax is not legally applicable to the Contractor Supplied Materials and Equipment or services to be provided under this Agreement. The Target Price includes Contractor Taxes, including Sales Taxes, provided that if any Sales Tax is increased or decreased after the Effective Date, then a Change Order shall be issued increasing or decreasing the Target Price, as applicable, by the amount that the aggregate Sales Taxes payable on the Work would increase or decrease thereby. Contractor will be reimbursed for the full amount of Sales Taxes legally owing and paid by Contractor in accordance with this Agreement upon proper documentation at the time Owners make payments in respect of Applications for Payment.
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Related to Tax Cooperation and Information

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • Access and Information The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

  • Reports and Information 17.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement.

  • Documents and Information After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.

  • Records and Information 14.1 A Sector Association and an Operator must retain records of all information required to be supplied to the Administrator under these Rules.

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