Tax Returns; Cooperation on Tax Matters. (a) Republic shall be responsible for the preparation and filing of all Tax Returns for Sellers for all periods as to which Tax Returns are due after the Closing Date (including the consolidated, unitary and combined Tax Returns for such Seller) which include the operations of the Business for any period ending on or before the Closing Date. Republic shall make all payments required with respect to any such Tax Returns, to the extent not prohibited, stayed or discharged by the Bankruptcy Court.
Tax Returns; Cooperation on Tax Matters. Sellers and Harcke shall prepare and file or cause to be prepared and filed with the appropriate Tax authority all Tax Returns required to be filed by Sellers or Harcke with respect to any period ending on or prior to the Closing Date, including without limitation the federal and state corporate and individual Tax Returns for Sellers and Harcke for the calendar year 2004, and shall timely pay all Taxes shown to be due on such Tax Returns. Sellers shall furnish or cause to be furnished to Buyer, as promptly as practicable, whether before or after the Closing Date, such information and assistance relating to the Business as is reasonably necessary for the preparation and filing by the Buyer of any Tax Return, claim for refund, or other required or optional filings relating to Tax matters, for the preparation by Buyer for, and proof of facts during, any Tax audit, for the preparation by Buyer for any Tax protest, for the prosecution or defense by Buyer of any suit or other proceeding relating to Tax matters, or for the answer by Buyer to any Governmental Entity inquiry relating to Tax matters.
Tax Returns; Cooperation on Tax Matters. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant hereto 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. Such cooperation shall also include notification of the other party of any audit or other issues, (including tax allocations and return positions) that may affect the Tax treatment of an Item for a year relevant to that other party. Where such audit or other issues, if sustained, could reasonably be expected to result in liability of Seller under Article VII or other provisions of this Agreement, or adversely affect the Tax position of the other party, Seller and Buyer shall jointly control and participate in such audit and any related litigation or other proceeding, and no settlement will be agreed upon with any taxing authority nor tax election or return position taken without the consent of such other party, which consent shall not be unreasonably withheld. The Company and Seller agree (i) to retain all books and records with respect to the Tax matters pertinent to the Company or the Company’s Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records.
