Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. (a) Each of the Companies shall provide (and cause its Affiliates to provide) the other and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company reasonably requests in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes.

Appears in 8 contracts

Samples: Tax Matters Agreement (Energizer SpinCo, Inc.), Tax Matters Agreement (Energizer SpinCo, Inc.), Tax Matters Agreement (Ebay Inc)

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Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and its their respective agents, including accounting firms and legal counsel, with such cooperation or information as such other Company they may reasonably requests request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section 9. Each of the Companies shall also make available to the otherother Company, as reasonably requested and available, personnel (including employees and agents of the Companies Company or their respective its Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes.

Appears in 4 contracts

Samples: Transaction Agreement (Match Group, Inc.), Tax Matters Agreement (IAC/InterActiveCorp), Tax Matters Agreement (Match Group, Inc.)

Assistance and Cooperation. (a) Each of the Companies shall provide (and cause its Affiliates to provide) the other and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company reasonably requests in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section Article 9. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes.

Appears in 3 contracts

Samples: Tax Matters Agreement (Equitrans Midstream Corp), Tax Matters Agreement (Equitrans Midstream Corp), Tax Matters Agreement (EQT Corp)

Assistance and Cooperation. (a) Each of the Companies Parties shall provide (and cause its Affiliates to provide) the other and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company Party reasonably requests in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company Party and its Affiliates as provided in Section 9. Each of the Companies Parties shall also make available to the other, as reasonably requested and available, personnel (including employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes.

Appears in 3 contracts

Samples: Tax Matters Agreement (Concentrix Corp), Tax Matters Agreement (Synnex Corp), Tax Matters Agreement (Concentrix Corp)

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Company and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company may reasonably requests request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section 9. Each of the Companies shall also make available to the otherother Company, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes.

Appears in 3 contracts

Samples: Tax Matters Agreement (Encompass Health Corp), Tax Matters Agreement (Enhabit, Inc.), Tax Matters Agreement (Enhabit, Inc.)

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Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Company and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company they may reasonably requests request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section 9. Each of the Companies shall also make available to the otherother Company, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes.

Appears in 2 contracts

Samples: Tax Matters Agreement (Vimeo, Inc.), Tax Matters Agreement (IAC/InterActiveCorp)

Assistance and Cooperation. (a) Each of the Companies shall provide (and cause its Affiliates to provide) the other Company and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company reasonably requests in connection with (i) preparing and filing Tax Returns, (ii) determining the any liability for Taxes and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section 9Article 8. Each of the Companies shall also make available to the otherother Company, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes.

Appears in 1 contract

Samples: Tax Matters Agreement (Screaming Eagle Acquisition Corp.)

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