Additional Tax Matters. (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.
Additional Tax Matters. (a) Prior to the Closing Date, the Company shall engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and local income Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods”) that have not been filed as of the Closing Date. Such Tax Returns shall be prepared in a manner consistent with prior practice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Return to Parent for Parent’s review and comment at least 15 days prior to the due date for the filing of such Tax Return (or if earlier, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should h...
Additional Tax Matters. (1) The Tax Matters Member shall be the sole signatory to any federal, state, local and foreign tax on behalf of the Company, except to the extent any other Person is required by law to also sign such returns.
Additional Tax Matters. (a) Neither the Company nor, to the knowledge of the Company, any of its affiliates, knows of any fact or has taken or agreed to take any action, failed to take any action or is aware of any fact or circumstance, that could reasonably be expected to prevent the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.
Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms contained in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Distribution or the Initial Merger and the Subsequent Merger from qualifying for the applicable Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles.
Additional Tax Matters. Each Party shall be entitled to all tax benefits, including in particular, tax credits and/or tax deductions attributable to amounts that such Party has funded regarding the Development of Product hereunder. Each Party shall file its federal, state, and local tax returns on a basis consistent with this Agreement, and shall not take any action inconsistent with the other Party’s entitlement to such tax benefits. In the event that a Party, in its reasonable judgment, determines that it must obtain information and verification regarding the use or application of such expenditures in order to prepare its tax returns or to respond to any inquiry during a tax audit or any other inquiry relating to such treatment of its tax return, or to defend its tax position in any proceeding including litigation, the other Party shall reasonably cooperate with the requesting Party and furnish it with such information as it may reasonably require at the requesting Party’s request and expense.
Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms contained in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date.
Additional Tax Matters. Neither Parent nor any of its Affiliates has taken or agreed to take any action (other than actions contemplated by this Agreement) that could reasonably be expected to prevent the Merger from constituting a “reorganization” under Section 368(a) of the Code. Parent is not aware of any agreement, plan or other circumstance that could reasonably be expected to prevent the Merger from so qualifying.
Additional Tax Matters. (i) The Sellers shall cause to be prepared, and Target shall file or cause to be filed, with the appropriate Governmental Authorities all Tax Returns required to be filed by Target for any taxable period ending on or prior to the Closing Date and Target shall remit any Taxes due in respect of such Tax Returns. Buyer shall prepare and cause Target to file with the appropriate Governmental Authorities all Tax Returns required to be filed by it for any taxable period ending after the Closing Date.
Additional Tax Matters. Buyer and Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Buyer and/or Sigma6 to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, Buyer agrees to cause Sigma6 to (A) use its best efforts to properly retain and maintain such records for a period of six (6) years from the date the Tax Returns for the year in which the Closing occurs are filed or until the expiration of the statute of limitations as may be extended by law from time to time that applies to the Tax Return in question (i.e., including Tax Returns for years preceding the year in which the Closing occurs), whichever is later, and (B) allow the Sellers and their agents and representatives at times and dates mutually acceptable to the Parties, to inspect, review and make copies of such records as such other party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and at the other Party's expense.
