Tax Reporting and Cooperation. 1. Upon request by Xxxxxxx, the Settling States, Participating Subdivisions, and Participating Special Districts agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for Xxxxxxx to establish the statements set forth in subsection VI.E.3 to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.
Tax Reporting and Cooperation. 1. The Parties agree that, unless otherwise required by law, Xxxxxxxx’s payment of the Compensatory Restitution Amount (after all applicable offsets) payable by Allergan shall be directed to Opioid Remediation for restitution of Alleged Xxxxx allegedly caused by Allergan. By executing this Agreement (or the Settlement Participation Form and thereby becoming a signatory to this Agreement), each Settling State, Participating Subdivision, and Participating Special District certify that: (1) the entity suffered Alleged Xxxxx allegedly caused by Allergan; (2) the Compensatory Restitution Amount to be paid by Allergan to the entity represent an amount that is less than or equal to the actual monetary damage allegedly caused by Allergan; and (3) the entity shall use such payments for the sole purpose of Opioid Remediation.
Tax Reporting and Cooperation. 1. Upon request by Teva, the Settling States, Participating Subdivisions, and Participating Special Districts agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for Teva to establish the statements set forth in subsection VIII.G to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.
Tax Reporting and Cooperation a. Each Participating Tribe shall cooperate in good faith with Xxxxxxx with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.
Tax Reporting and Cooperation a. Each Participating Tribe shall cooperate in good faith with Teva with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.
Tax Reporting and Cooperation a. Upon request by any Settling Distributor, the XXXX III Directors agree to deliver to the Settling Distributors, and each Participating Tribe agrees to deliver to the XXXX III Directors such further documents as may be reasonably necessary for the Settling Distributors to establish the statements set forth in Section V.G.1 to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.
Tax Reporting and Cooperation. Quanex will cause MST, the GST Business and the Group Office to be included in its consolidated federal Income Tax returns and its state, local or foreign consolidated, combined affiliated or unitary Income Tax returns for periods or portions thereof ending on or before November 30, 1997. VMHI and VMI will cause MST, the GST Business, and the Group Office to be included in VMHI's consolidated federal Income Tax returns and its state, local or foreign consolidated, combined, affiliated or unitary Income Tax returns for periods or portions thereof beginning after November 30, 1997. The parties to this Agreement shall, and VMHI and VMI shall cause MST to, cooperate, and shall cause their employees, agents, accountants and representatives to cooperate, in preparing and filing all tax returns (including amended tax returns and claims for refund) to which this Agreement relates, in handling audits, examinations, investigations and administrative, court or other proceedings relating to Taxes covered by this Agreement, and in all other Tax matters to which this Agreement relates, in each case making employees available to assist the requesting party, timely providing information reasonably requested, and maintaining and making available to each other all records reasonably necessary in connection therewith.
Tax Reporting and Cooperation. The Company and the Investors shall cooperate in good faith with respect to tax reporting and the filing of Tax Returns with respect to transactions contemplated pursuant to this Agreement, the Credit Agreement, and related transaction documents, including with respect to (i) the determination of the issue price and amount of original issue discount (if any), in each case, for U.S. federal income tax purposes of the Term A Loan and the Term B Loan, (ii) the allocation of purchase price or basis to the Common Stock, the Warrant, Parent Preferred Shares, and the Warrant Shares, as applicable, (iii) the treatment of the repayment of the existing loans under the Credit Agreement (before such agreement is amended as contemplated herein), (iv) the treatment of the exchange of Convertible Notes, (v) the treatment of the exercise or termination of the Warrant, and (vi) the treatment of the conversion of the Parent Preferred Stock. The Company shall deliver (or cause to be delivered) any Tax Return that includes tax reporting for the foregoing transactions (or the relevant portions of such Tax Returns) to the Investors, for review at least thirty (30) days prior to the date on which such Tax Return is required to be filed. If Investors dispute any item on such Tax Return, Investors shall notify the Company of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Company and Investors. The fees and expenses of such accounting firm shall be borne equally by the Company and the Investors. The Company shall cause its Affiliates to comply with the obligations pursuant to this Section 3.10.
Tax Reporting and Cooperation. 1. The Parties agree that, unless otherwise required by law, Xxxxxxxx’s payment of the Compensatory Restitution Amount (after all applicable offsets) payable by Allergan shall be directed to Opioid Remediation for restitution of Alleged Xxxxx allegedly caused by Allergan. By executing this Agreement (or the Settlement Participation Form and thereby becoming a signatory to this Agreement), each Settling State, Participating Subdivision, and Participating Special District certify that: (1) the entity suffered Alleged Xxxxx allegedly caused by Xxxxxxxx; (2) the Compensatory Restitution Amount to be paid by Allergan to the entity represent an amount that is less than or equal to the actual monetary damage allegedly caused by Allergan; and (3) the entity shall use such payments for the sole purpose of Opioid Remediation.
Tax Reporting and Cooperation a. Each Participating Tribe shall cooperate in good faith with Allergan with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.
