Tax Cooperation Sample Clauses
The Tax Cooperation clause establishes the obligation for parties to collaborate in fulfilling tax-related requirements associated with their agreement. Typically, this involves sharing necessary information, providing documentation, or assisting with filings to ensure compliance with applicable tax laws and regulations. By requiring such cooperation, the clause helps prevent misunderstandings or penalties related to tax matters, ensuring both parties meet their legal obligations and reducing the risk of tax disputes.
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Tax Cooperation. The Parties 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 relating to the Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Seller and the Buyer agree to retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Effective Time until the expiration of the statute of limitations of the respective tax periods and to abide by all record retention agreements entered into with any taxing authority.
Tax Cooperation. The parties hereto will (and will cause their respective Affiliates to) reasonably cooperate, as and to the extent reasonably requested by another party, in connection with Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election with respect to the acquisition of the Company and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; provided, that it is further understood and agreed that neither the Company nor any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such election. The Company, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to the Company or any Company Subsidiary.
Tax Cooperation. Each of Sellers and their Affiliates and Buyer, Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the other party such information as such party may reasonably request in connection with the filing of any Tax Returns or any Tax matters or other Tax proceedings with respect to Tax Matters relating to the Transferred Entities and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Date.
Tax Cooperation. To the extent that the Party making a payment is required to deduct and withhold taxes on any payments under this Agreement, the Party making such payment shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the payee an official tax certificate or other evidence of such withholding sufficient to enable the payee to claim such payments of taxes. The payee shall provide any tax forms to the Party making such payment that may be reasonably necessary in order for such Party not to withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. The payee shall use reasonable efforts to provide any such tax forms to the Party making the payment at least [**] prior to the due date for any payments for which the payee desires that the Party making the payment apply a reduced withholding rate. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by Law, of withholding taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT.
Tax Cooperation. (a) Under this Agreement and the Transition Services Agreement, GE and Genworth will furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Genworth Companies and the Genworth Business (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the 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 Taxes or Tax Return. GE and Genworth will cooperate with each other in the conduct of any audit or other proceeding related to Taxes and all other Tax matters relating to the Genworth Companies and the Genworth Business, and each will execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Agreement. The party requesting cooperation under this Section 15 will reimburse the other party for any actual out-of-pocket expenses incurred in furnishing such cooperation, except that the amount of reimbursement for any services governed by the Transition Services Agreement for the time period specified therein shall be determined by that agreement. All Tax records relating to the Genworth Business will be retained for at least seven (7) years after such records are created.
(b) Pursuant to the Transition Services Agreement, for the time period specified therein, the GE Parties will provide to Genworth and GNA certain tax consulting, tax compliance, tax related-software, and other tax-related services (the “GE Tax Services”) as set forth in Schedule A of the Transition Services Agreement. Further, for the time period specified in the Transition Services Agreement and as set forth in Schedule B of the Transition Services Agreement, Genworth and GNA will provide to the GE Parties certain tax-related services (the “Genworth Tax Services”). This Agreement incorporates the provisions of the Transition Services Agreement relating to the GE Tax Services and the Genworth Tax Services. Any dispute relating to the performance of the GE Tax Services and the Genworth Tax Services or the fees payable for such services will be governed by the provisions of the Transition Services Agreement.
(c) Unless there has previously been a Final Determination to the contrary, neither Genworth nor any of its Affiliates will take any position with respect to Taxes (including on any Tax Return or in...
Tax Cooperation. Each of the parties and their Affiliates shall provide the other party with such information and records and make such of its officers, directors, employees and agents available as may reasonably be requested by such other party in connection with the preparation of any Tax Return or any audit or other proceeding that relates to the Transferred Subsidiaries or the Purchased Assets.
Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of any royalties, License Fees, Event Payments, and other payments made by Provention to MacroGenics under this Agreement. To the extent Provention is required to deduct and withhold taxes on any payment to MacroGenics, Provention shall be entitled to make such deduction or withholding and shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner, and, as soon as practicable after any payment of taxes by Provention to a Governmental Authority pursuant this Section 6.10(c), Provention shall transmit to MacroGenics an official tax certificate or other evidence of such payment sufficient to enable MacroGenics to claim such payment of taxes. MacroGenics shall provide Provention any tax forms that may be reasonably necessary in order for Provention, as permitted by Applicable Law, to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the extent MacroGenics is legally able to do so. In addition, MacroGenics shall deliver such documentation prescribed by Applicable Law or reasonably requested by Provention as will enable Provention to determine whether or not MacroGenics is subject to backup withholding or information reporting requirements. MacroGenics shall deliver to Provention on or prior to the date of this Agreement (and from time to time thereafter upon the reasonable request of Provention) executed originals of IRS Form W-9 certifying that MacroGenics is exempt from U.S. federal backup withholding tax. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of MacroGenics as the Party bearing such withholding tax under this Section 6.10(c). In addition, the Parties shall cooperate in accordance with Applicable Law to minimize indirect taxes (such as value added tax, sales tax, consumption tax and other similar taxes) in connection with this Agreement.
Tax Cooperation. To the extent Maruho is required to deduct and withhold taxes on any payments to Evommune, ▇▇▇▇▇▇ shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to Evommune an official tax certificate or other evidence of such withholding sufficient to enable Evommune to claim such payments of taxes. In the event that Maruho is required to deduct and withhold taxes on payments to Evommune, Maruho shall provide Evommune prompt notice and identify any forms controlled by Evommune that are reasonably necessary in order for Maruho not to withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. Evommune shall provide to Maruho any completed tax forms that may be reasonably necessary for Maruho not to withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. Evommune shall use Commercially Reasonable Efforts to provide any such tax forms to Maruho at least [***] days prior to the due date for any payments. If Maruho does not receive all or a part of such completed tax forms from Evommune by [***] Business Days prior to the due date for the applicable payment under this Agreement, Maruho may extend such due date until [***] days after the receipt of such tax forms, provided that, if (i) such extension goes beyond [***] days past the original due date for such applicable payment, and (ii) Evommune’s failure to provide any such tax forms is caused by or otherwise attributable to something outside of Evommune’s reasonable control, then Maruho shall make the outstanding payment to Evommune in accordance with the terms and conditions of this Agreement, and Evommune and ▇▇▇▇▇▇ shall work together in good faith to try to resolve the issue. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Laws, of withholding taxes, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT.
Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of any payments made by a Party to the other Party under this Agreement.
Tax Cooperation. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by applicable law, of withholding taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT.