Tax Information and Cooperation. After the Closing, Buyer and Seller shall cooperate, and shall cause their respective Subsidiaries (including the Acquired Companies) to cooperate, with respect to Tax matters, including by making available such books and records, forms, contracts, documents, information or data, and employees as the other Party may reasonably request in connection with the preparation of any Tax Return or the conduct of any Tax Contest. The requesting Party shall reimburse the Party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with the request. Each of Buyer and Seller shall, and shall cause its respective Subsidiaries to, retain until sixty (60) days after the expiration of any applicable statute of limitations (taking into account any extensions) all books and records, forms, contracts, documents, information or data in their possession related to Taxes of the Acquired Companies for any Pre-Closing Tax Period. Notwithstanding anything to the contrary in this Section 6.6 or any other agreement between Seller and Buyer executed on or prior to the date hereof, neither Seller nor any of its Subsidiaries (including, prior to the Closing, the Acquired Companies) shall have any obligation to make available to Buyer or its Representatives any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors or any related material, or any other information related to Taxes that does not exclusively relate to the Acquired Companies (other than any such Tax Return filed by an Acquired Company); provided that Seller shall make available to Buyer and its Representatives any such Tax Return (or such related material or such other information) on a pro forma basis to the extent such Tax Return (or such related material or such other information) relates to the Acquired Companies and is not duplicative of other information (including Tax Returns) provided by Seller to Buyer hereunder.
Tax Information and Cooperation. The Company and SpinCo shall reasonably cooperate and shall cause their respective Affiliates and Representatives to reasonably cooperate, in respect of the Pre-Closing Reorganization, the Distribution, Irish stamp duty clearance, if applicable, and in preparing and filing all Tax Returns relating to any Pre-Distribution Tax Period, including maintaining and making available to each other, and to any taxing authority as reasonably requested, all records reasonably necessary in connection with Taxes of SpinCo or the Therapeutics Business and in resolving all disputes and audits relating to Taxes allocable to a Pre-Distribution Tax Period. The Company and SpinCo agree that for U.S. federal income tax (and all applicable other) purposes (i) Biohaven Therapeutic Limited shall be treated as an association taxable as a corporation through the end of the Closing Date, (ii) as part of the Pre-Closing Reorganization, for the avoidance of doubt, in no event shall a direct owner of equity interests in a domestic partnership or a domestic corporation (each as described in Section 7701(a)(30) of the Code) transfer the equity interests in such entity, and (iii) to the extent the Closing Date is on or prior to December 31, 2022, the taxable year of the Company for 2022 shall not close earlier than the Closing. The Company and SpinCo agree to use commercially reasonable efforts (i) to retain all books and records (or, in the alternative, to deliver such books and records to SpinCo) with respect to Tax matters pertinent to SpinCo or the Therapeutics Business relating to any Tax period beginning before the Distribution Date until ninety (90) days after the expiration of the applicable statute of limitations and to abide by all record retention agreements entered into with any Governmental Authority and (ii) to allow the other Party and its Representatives, at times and dates mutually acceptable to the Parties, to inspect, review and make copies of such records as may be reasonably necessary or appropriate from time to time, such activities to be conducted during normal business hours and at such Party’s expense. The Party requesting such cooperation will bear the reasonable out-of-pocket costs of the other Party. In no event shall any Party be entitled to receive information under this Section 6.3 that does not relate solely to SpinCo or the Therapeutics Business except that, in the case of Tax information relating in part to SpinCo or the Therapeutics Business, a Party oth...
Tax Information and Cooperation. Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including providing powers of attorney, maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Any information obtained under this Section 8.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.
Tax Information and Cooperation. (a) After the Separation, the Cadence Group and the Tality Group will make available to the other, as reasonably requested, all information, records or documents relating to
Tax Information and Cooperation. Sellers and Buyer shall provide each other with such information and cooperation as either of them reasonably requests from the other in connection with Tax Returns and Tax Audits, including providing access to personnel of the other party and copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers, and documents relating to rulings or other determinations by Governmental Authorities. Each party will retain all Tax Returns, schedules and work papers and all other material records and documents relating to Tax matters of the Target Entities until the expiration of the statute of limitations for the taxable periods to which such Tax Returns and related papers and documents relate. Any information obtained by a party from the other related to Taxes shall be kept confidential, except as may be necessary in conjunction with Tax Returns, Claims for refund or Tax Audits. From and after the Closing Date, Buyer shall and shall cause the Target Entities and their Affiliates to make available and provide to Sellers and their representatives, access to the facilities, personnel and properties of the Target Entities and to all of their information, files, documents and records, however stored, relating to the Target Entities or their businesses or operations during periods on or prior to the Closing Date.
Tax Information and Cooperation. Sellers and Purchaser shall provide each other with such cooperation and information as either of them may reasonably request of the other in filing any Tax Return, amended return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or in connection with any audit or other proceeding in respect of Taxes (each a “Tax Proceeding”). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Any information obtained under this Section 5.12(d) shall be kept confidential in accordance with Section 5.6, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding or as otherwise required by Law.
Tax Information and Cooperation. Seller and Purchaser shall, solely with respect to the Business and Transferred Assets, (a) each provide the other with such assistance as may be reasonably requested by either of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority or any judicial or administrative proceeding with respect to Taxes, (b) each retain and provide the other with any records or other information which may be relevant to such Tax Return, audit, examination or proceeding and (c) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period (which shall be maintained confidentially except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding).
Tax Information and Cooperation. (a) Seller and the Subsidiary Transferors shall use commercially reasonable efforts to execute (or cause to be executed) and deliver to Purchaser such documents or forms as are reasonably requested by Purchaser to complete a Section 338(g) election with respect to the non-U.S. Transferred Entities at least ten (10) days prior to the date such documents or forms are required to be filed.
Tax Information and Cooperation. The Stockholders shall cause the Corporation and each of its Affiliates to provide to each Stockholder such cooperation and information as the Stockholder reasonably requests for the purposes of any Stockholder or any Owner filing a tax return or conducting or participating in any tax audit or proceeding; provided that, if such cooperation by the Corporation or its Affiliates includes actions other than making available documents or records prepared by or for the Corporation or its Affiliates in the normal course of business, then the Corporation shall be entitled to reimbursement by the requesting Stockholder for the reasonable out-of-pocket expenses of the Corporation and its Affiliates.
Tax Information and Cooperation. Within ninety (90) days after the end of the current fiscal year of each of the U.S. Joint Venture and the Netherlands Joint Venture, each such Joint Venture shall send to VeriSign free of charge such tax information, including, without limitation, Federal Tax Schedule K-1, as shall be reasonably necessary for the VeriSign Parties to prepare and file their Tax Returns (as defined in the Formation Agreement); provided, however, that this period shall be automatically extended by the period of any delay beyond the control of such Joint Venture, such as a delay resulting from the failure of a third party to provide required tax information to such Joint Venture in a timely manner. In addition, for a period of six (6) years from the Closing Date, the Joint Ventures shall cooperate with VeriSign and its Subsidiaries, upon reasonable request, in connection with the filing of Tax Returns (as defined in the Formation Agreement) and any tax audit, litigation or proceeding related to the participation by VeriSign and its Subsidiaries in the Joint Ventures and the businesses of the Joint Ventures and their respective Subsidiaries. The cooperation envisaged in this Section 5.11(b) shall include the retention and (upon request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, provided such cooperation would not reasonably be expected to result in a waiver of any attorney-client, work-product or other privilege.
