Cooperation; Exchange of Information Sample Clauses

Cooperation; Exchange of Information. Each Party shall be responsible for the timely submission to the other Party of information of which it has knowledge regarding any Tax Item which may properly be included in any Tax Return to be filed by the other Party, and shall provide any and all other information and documentation (including, but not by way of limitation, working papers and schedules) reasonably requested by the other Party for use in connection with the preparation and filing of any Tax Returns.
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Cooperation; Exchange of Information. The Parties will cooperate fully with each other and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to cooperate fully in connection with (a) the preparation and filing of any federal, state, local or foreign Tax Returns that include the business and operations of the Xxxxx Inc. or its Subsidiaries or otherwise relating to the Cowen Business and (b) any audit examination by any Tax Authority of the Tax Returns referred to in clause (a). Such cooperation shall include, without limitation, the furnishing or making available of records, books of account or other materials of Xxxxx Inc. and its Subsidiaries necessary or helpful for the defense against and resolving assertions of any Tax Authority as to any Tax Returns referred to in clause (a) and obtaining the signatures of appropriate entities for applicable Tax Returns. Each Party shall provide timely notice to the other Party in writing of any pending or threatened tax audits or assessments of Xxxxx Inc. or any of its Subsidiaries for taxable periods for which the other may have a liability under this Agreement and shall furnish the other Party with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such audit or assessment. Xxxxx Inc. shall, and shall cause each Subsidiary and Affiliate to, prepare any response to a taxing authority in respect of a dispute, audit or other controversy on a basis consistent with past practices of the relevant entity. SGAI and its Affiliates will need access, from time to time, after the IPO Closing Date, to certain accounting and Tax records and information held by Xxxxx Inc., and its Subsidiaries to the extent such records and information pertain to events occurring prior to the IPO Closing Date; therefore, Xxxxx Inc. shall, and shall cause Cowen LLC and each Subsidiary to, (i) retain and maintain such records until such time as SGAI agree that such retention and maintenance is no longer necessary, and (ii) allow SGAI and their agents and representatives (and agents or representatives of any of their Affiliates), at times and dates mutually and reasonably acceptable to the Parties, to inspect, review and make copies of such records as SGAI may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and at SGAI’s expense (except to the extent provided in Section 3(c)).
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Cooperation; Exchange of Information. The parties shall cooperate with one another in all matters relating to Taxes. The NPDC Group shall, at its sole cost and expense, provide GP with such cooperation and information as is necessary in connection with Tax Returns and Tax Proceedings with respect to Pre-Distribution Taxable Periods. Such cooperation and information by the NPDC Group shall include (a) making available its respective knowledgeable employees during normal business hours; (b) providing the information required by the GP Affiliated Group's customary Tax and accounting practices, including questionnaires (at the times and in the format requested by GP); (c) providing complete Tax Return work papers and supporting documentation prepared in a manner that is consistent with past practice of the GP Affiliated Group; (d) maintaining such books and records and providing such information as may be necessary or useful in the filing of Joint Returns and Separate Returns; (e) retaining any powers of attorney executed on behalf of GP with respect to any Pre-Distribution Taxable Period in order to facilitate communication with Governmental Authorities; and (f) executing any documents and taking any actions which GP may reasonably request in connection with any Pre-Distribution Taxable Period. With respect to any Tax Return for a Pre-Distribution Taxable Period, the NPDC Group shall provide the information required hereunder no later than 120 days after the earlier of (i) the last day of such taxable period or (ii) the Distribution Date.
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Cooperation; Exchange of Information. (a) The members of the SDS Group shall supply completed tax packages to Sybron, in the form and substance provided in the prior ordinary course of business, for the 2000 Income Taxes no later than November 15, 2000, and for the Short Period Taxes no later than forty-five (45) days after the Effective Date. In the event that Sybron has any questions or inquiries relating to those tax packages, SDS shall use its best efforts to respond to such questions or inquiries within two weeks of receiving any such inquiry, whether oral or written; provided that SDS shall notify Sybron immediately upon determining that it will be unable to respond within two weeks.
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Cooperation; Exchange of Information. The parties shall cooperate with one another in all matters relating to Taxes. Without limiting the provisions contained in Section 11.4(a) hereof relating to Tax Proceedings, the AT&T Broadband Group shall, at its sole cost and expense, provide AT&T with such cooperation and information as is necessary in connection with Tax Returns and Tax Proceedings with respect to Pre-Distribution Taxable Periods. Such cooperation and information by the AT&T Broadband Group shall include (a) making available its respective knowledgeable employees during normal business hours; (b) providing the information required by the AT&T Affiliated Group's customary Tax and accounting practices, including questionnaires (at the times and in the format requested by AT&T); (c) providing complete Tax Return work papers and supporting documentation prepared in a manner that is consistent with past practice of the AT&T Affiliated Group; (d) maintaining such books and records and providing such information as may be necessary or useful in the filing of Joint Returns and Separate Returns; (e) retaining any powers of attorney executed on behalf of AT&T with respect to any Pre-Distribution Taxable Period in order to facilitate communication with Governmental Authorities; and (f) executing any documents and taking any actions which AT&T may reasonably request in connection with any Pre-Distribution Taxable Period. With respect to any Tax Return for a Pre-Distribution Taxable Period, the AT&T Broadband Group shall provide the information required hereunder no later than 120 days after the earlier of (i) the last day of such taxable period or (ii) the Distribution Date. In connection with the request for the Supplemental Ruling referred to in Section10.01(j) of the Merger Agreement, the Parties agree to seek IRS approval to determine the value of the Parent shares received in the Merger in accordance with the methodology used in Section 4.04 of the Merger Agreement.
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Cooperation; Exchange of Information 
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Related to Cooperation; Exchange of Information

  • Cooperation and Exchange of Information Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials.

  • Exchange of Information 1. The competent authorities of the Contracting States shall exchange such information as is foreseeably relevant for carrying out the provisions of this Agreement or to the administration or enforcement of the domestic laws concerning taxes of every kind and description imposed on behalf of the Contracting States, or of their political subdivisions or local authorities, insofar as the taxation thereunder is not contrary to the Agreement. The exchange of information is not restricted by Articles 1 and 2.

  • Consultations and Exchange of Information Either Contracting Party may request consultations on the interpretation or application of this Agreement. The other Contracting Party shall give sympathetic consideration to the request. Upon request by either Contracting Party, information shall be exchanged on the measures of the other Contracting Party that may have an impact on new investments, investments or returns covered by this Agreement.

  • Exchange of Information Confidentiality Article VII Further Assurances and Additional Covenants; Article VIII Termination; and Article X Miscellaneous, other than Section 10.3

  • Other Agreements Providing for Exchange of Information The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement.

  • Agreement for Exchange of Information; Archives (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other member of their respective Groups relating to confidentiality, each Party agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ Representatives to provide, to the other Groups and any member thereof (a “Requesting Party”), at any time before, on or after the Effective Time, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within the possession or under the control of such Party or one of such Persons which the Requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax.

  • Time and Manner of Exchange of Information 1. For the purposes of the exchange of information in Section 2, the amounts contained in each CbC Report are expected to be stated in a single currency, which is expected to be specified in the CbC Report.

  • Agreement for Exchange of Information (a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of UTC, Carrier and Otis, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to another Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any member of its Group that the requesting Party or any member of its Group requests, in each case to the extent that (i) such Information relates to the Carrier Business, or any Carrier Asset or Carrier Liability, if Carrier is the requesting Party, to the Xxxx Business, or any Otis Asset or Otis Liability, if Otis is the requesting Party, or to the UTC Business, or any UTC Asset or UTC Liability, if UTC is the requesting Party; (ii) such Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of any Party under Section 6.4. Each Party shall cause its employees and the employees of any members of its Group to, and shall use commercially reasonable efforts to cause the employees of its Representatives to, when on the property of another Party or a member of another Party’s Group, conform to the policies and procedures of such Party or any member of such Party’s Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

  • Release of Information Except as required by law, no public release of any information, or confirmation or denial of same, with respect to this Contract or the subject matter hereof, will be made by SELLER or its subcontractors without the prior written approval of LOCKHEED XXXXXX. SELLER shall not use "Lockheed Xxxxxx," "Lockheed Xxxxxx Corporation," or any other trademark or logo owned by LOCKHEED XXXXXX, in whatever shape or form, without the prior written consent of LOCKHEED XXXXXX.

  • Confidential Nature of Information Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Equity Interests; provided, however, that after the Closing, Buyer may use or disclose any confidential information with respect to or about the Company or otherwise reasonably related to the Business or the Equity Interests. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable Requirements of Laws or judicial process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

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