Cooperation With Respect to Tax Matters Clause Samples

Cooperation With Respect to Tax Matters. (a) Seller shall be responsible for, and shall have ultimate discretion with respect to, (i) the preparation and filing of all Tax Returns required or permitted by applicable Law to be filed by RH or any of its Subsidiaries (or by Seller on their behalf) with respect to the Seller Tax Obligations, (ii) any elections related to such Tax Returns, and (iii) any audit (including the execution of any waiver of limitation with respect to any audit) relating to any such Tax Returns; provided, however, that in the event that any audit for which Seller is responsible pursuant to this Section 5.5(a) could reasonably be expected to result in an increase in Tax Liability for which Buyer would be responsible, Seller shall consult in good faith with Buyer in respect of the specific issues that could give rise to such increased Tax Liability. Seller and Buyer agree to use the default method of closing the books of RH as set forth in Treasury Regulation 1.1502-76(b)(2)(i). (b) Buyer and RH shall be responsible for, and shall have ultimate discretion with respect to, (i) the preparation and filing of all Tax Returns required to be filed by RH or any of its Subsidiaries with respect to the Buyer Tax Obligations, (ii) any elections related to such Tax Returns, provided that no election with regard to a Straddle Tax Return shall be made without Buyer’s consent if the effect of such election were to result in a material increase in Tax Liability for which Buyer would be responsible, and (iii) any audit (including the execution of any waiver of limitation with respect to any audit) relating to any such Tax Returns; provided, however, that in the event that any audit for which Buyer is responsible pursuant to this Section 5.5(b) could reasonably be expected to result in an increase in Tax Liability for which Seller would be responsible, Buyer shall consult in good faith with Seller in respect of the specific issues that could give rise to such increased Tax Liability. (c) After the Closing Date, each of Buyer and RH, on the one hand, and Seller, on the other, shall (i) provide, or cause to be provided to each other’s respective subsidiaries, officers, employees, representatives and affiliates, such assistance as may reasonably be requested, including making available employees and the books and records of RH by any of them in connection with the preparation of any Tax Return or extension to the due date thereof or any audit of RH in respect of which Buyer, RH or Seller, as the c...

Cooperation With Respect to Tax Matters. The Purchaser, the Company and its Subsidiaries, on the one hand, and the Sellers on the other hand, shall reasonably cooperate, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns pursuant to this Agreement and any audit or other action, including any defense thereof, in respect of Taxes. The Purchaser shall retain possession of, and shall provide the Sellers reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Sellers may specify with respect to Tax matters relating to any taxable period beginning before the Closing Date, or to otherwise enable the Sellers to satisfy their accounting and Tax requirements, and shall make employees available on a mutually convenient basis to provide additional information and explanation of such materials, until the relevant statute of limitations has expired. After such time, the Purchaser may dispose of such material, provided that, prior to such disposition, the Purchaser shall give the Sellers a reasonable opportunity to take possession of such materials.

Cooperation With Respect to Tax Matters. Seller and Parent shall cooperate reasonably in connection with the filing of any Tax Returns and any Tax Proceeding or other audit or claim with respect to Taxes. Such cooperation shall include the provision of records and information with respect to the Group Companies which are reasonably relevant to any Tax Proceeding or other audit or claim with respect to Taxes. Without limiting the foregoing, Seller and Parent will cooperate reasonably and use reasonable best efforts to have the now-current officers, directors and employees of the Group Companies cooperate in furnishing information, evidence, testimony and other assistance in connection with the filing of any Tax Return or any Tax Proceeding or other audit or claim.

Cooperation With Respect to Tax Matters. QK, Pro's Choice and Healthcare will cooperate with each other in supplying information as may be requested by any of them in connection with the preparation and timely completion of returns or audits relating to Taxes.

Cooperation With Respect to Tax Matters. Shareholder and Buyer recognize that Company has joined with certain subsidiaries of Shareholder in filing unitary, consolidated or combined Tax Returns. Accordingly, after the Closing, Shareholder and Buyer (i) shall provide, or shall cause to be provided, to and by each other and each other's respective subsidiaries, officers, employees and representatives such assistance as may reasonably be requested by any 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 (collectively, an "Audit") relating to the income, gains, losses, deductions, credits or other items of the Company and (ii) shall retain, or shall cause to be retained, for as long as any taxable year through and including the taxable year that includes the Closing Date shall remain open for adjustments, any records or information which may be relevant to any such Tax Return or Audit. The assistance provided for in this Section 12.04 shall include, without limitation, (i) making their employees and the employees of their respective subsidiaries available on a mutually convenient basis to provide such assistance as might reasonably be expected to be of use in connection with any such Tax Return or Audit and (ii) providing or, causing to be provided, such information as might reasonably be expected to be of use in connection with any such Tax Return or Audit, including, without limitation, records, returns, schedules, documents, work papers, opinions, letters or memoranda, or other relevant materials relating thereto. The party requesting the assistance provided for in this Section 12.04 shall reimburse the party whose assistance is requested for reasonable costs incurred by it in providing such assistance.

Cooperation With Respect to Tax Matters. 24 Section 5.2. Tax Related Agreements.........................................................................30

Cooperation With Respect to Tax Matters. (a) On or before the Closing Date, Seller will provide to Purchaser and its respective counsel and accountants the following: (i) reasonable access during normal business hours to the Tax Returns of Seller (other than income and franchise Tax Returns) related to the Business and the right to make copies and extracts therefrom; (ii) a list of all types of Taxes paid and types of Tax Returns filed by or on behalf of Seller prior to the Closing Date with respect to the Business and the Total Acquired Assets; (iii) a list of all persons who have a power of attorney granted by Seller or any Selling Affiliate prior to the Closing Date with respect to any matters involving or related to Assumed Real Property Taxes or Taxes Which May Give Rise To Any Transferee Tax Liability; and (iv) such details as are reasonably requested by Purchaser of all assets within the scope of a VAT capital goods scheme in the United Kingdom or such similar scheme elsewhere. (b) After the Closing Date or any applicable Foreign Closing Date, if Seller or Purchaser (each a "party"), in order to properly prepare its Tax Returns, needs access to Books and Records relating to the Business prior to and including the Closing Date or any applicable Foreign Closing Date (other than income or franchise Tax Returns) and such Books and Records are in the possession and control of another party, such other party shall use commercially reasonable efforts to furnish or make available such information, documents, or records (or copies thereof) as promptly as practical to the requesting party at the requesting party's expense for any out -of -pocket costs. Further, each party shall make employees available to any other party on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Business and/or the Purchased Assets as is necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. Where there is a requirement in Seller's jurisdiction to transfer Books and Records relating to the Business or part thereof to Purchaser and it is permissible in accordance with the VAT law or practice in that jurisdiction for Seller to make an application to retain such Books and Records, Seller shall make such application and inform Purchaser accordingly. (c) Any information obtained by a party, its ...

Cooperation With Respect to Tax Matters. Each party shall cooperate --------------------------------------- fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect 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. Each party agrees (A) to retain all books and records with respect to tax matters pertinent to the Intek Group relating to any taxable period beginning before the Distribution Date until the expiration of the statute of limitations and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Intek so requests, Spider shall allow Intek to take possession of such books and records.

Cooperation With Respect to Tax Matters. After the Closing Date, Purchaser and Seller shall provide reasonable cooperation to the other in connection with the preparation of Tax Returns of any of the Acquired Subsidiaries and Tax Returns of any company or companies owning the Acquired Assets prior to Closing and shall promptly make available to the other and to any applicable Governmental Authority, as reasonably requested, all information, records, personnel (during normal business hours) or documents relating to Tax liabilities or potential Tax liabilities of any of the Acquired Subsidiaries or Acquired Assets for all periods prior to or including the Closing Date in order that any audit, assessment, defense or refund claim relating to such Tax periods may be processed in a timely manner and shall preserve all such information, records and documents until the expiration of any statute of limitations or extensions thereof. To the extent that either Seller or Purchaser fails to comply with this provision, the defaulting party shall reimburse the other for reasonable costs incurred in securing the information that was in the possession of the defaulting party, such costs being those that would not have been incurred but for such failure.