Common use of Tax Cooperation; Allocation of Taxes Clause in Contracts

Tax Cooperation; Allocation of Taxes. (a) Buyer, Dynatech, Great Nordic and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Buyer and Seller shall retain all books and records with respect to Taxes pertaining to the Assets for a period of at least six years following the Closing Date. At the end of such period, each party shall provide the other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Dynatech Corp)

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Tax Cooperation; Allocation of Taxes. (a) Buyer, Dynatech, Great Nordic Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including, without limitation, access to books and the Business records) as is reasonably necessary for the filing of all Tax returns, and the making of any election related relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax returnTax. Buyer and Seller shall retain all books and records with respect to Taxes pertaining to the Assets for a period of at least six years following the Closing Date. At the end of such period, each party shall provide the other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related relating to Taxes involving the Assets or the Business.

Appears in 1 contract

Samples: Select Asset Purchase Agreement (Vfinance Inc)

Tax Cooperation; Allocation of Taxes. (a) Buyer, Dynatech, Great Nordic Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and the Business records) as is reasonably necessary for the filing of all Tax returns, and the making of any election related relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax returnTax. Buyer and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. At On or after the end of such period, each party shall provide the other with at least ten (10) days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related relating to Taxes involving the Purchased Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Affinity Gaming, LLC)

Tax Cooperation; Allocation of Taxes. (a) Buyer, Dynatech, Great Nordic Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets (including access to books and the Business records) as is reasonably necessary for the filing of all Tax returns, and the making of any election related relating to Taxes, the preparation for any audit by any taxing authorityTaxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax returnTax. Buyer and Seller (and their respective Subsidiaries) shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. At On or after the end of such period, each party shall provide the other with at least ten 10 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related relating to Taxes involving the BusinessPurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ani Pharmaceuticals Inc)

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Tax Cooperation; Allocation of Taxes. (a) Buyer, Dynatech, Great Nordic Buyer and each Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and the Business records) as is reasonably necessary for the filing of all Tax returns, and the making of any election related relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax returnTax. Buyer and each Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. At On or after the end of such period, each party shall provide the other with at least ten 10 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller Sellers on the one hand and Buyer on the other hand shall cooperate with each other in the conduct of any audit or other proceeding related relating to Taxes involving the Purchased Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arthrocare Corp)

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