Cooperation and Exchange of Information. The Partner Representative, the Partnership and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII or in connection with any audit or other proceeding in respect of Taxes of the Partnership. 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 Partner Representative, the Partnership and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership for any taxable period beginning before the Closing Date, Partner Representative, the Partnership or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 6 contracts
Sources: Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy, Inc.)
Cooperation and Exchange of Information. The Partner Seller Representative, the Partnership Company and Parent Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE Article VII or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Partner the Seller Representative, the Partnership Company and Parent Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner the Seller Representative, the Partnership Company or Parent Purchaser (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)
Cooperation and Exchange of Information. The Partner Stockholder Representative, the Partnership Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Partner Stockholder Representative, the Partnership Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner Stockholder Representative, the Partnership Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 2 contracts
Sources: Merger Agreement (AgeX Therapeutics, Inc.), Stock Purchase Agreement (Brady Corp)
Cooperation and Exchange of Information. The Partner Member Representative, the Partnership Companies and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII Article VI or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompanies. 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 Partner Member Representative, the Partnership Companies and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership Companies 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 any of the other parties 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 Partnership Companies for any taxable period beginning before the Closing Date, Partner Member Representative, the Partnership Companies or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 2 contracts
Sources: Merger Agreement (United Insurance Holdings Corp.), Merger Agreement (United Insurance Holdings Corp.)
Cooperation and Exchange of Information. The Partner Shareholder Representative, the Partnership Corporation and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCorporation. 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 Partner Shareholder Representative, the Partnership Corporation and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership Corporation 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 any of the other parties 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 Partnership Corporation for any taxable period beginning before the Closing Date, Partner Shareholder Representative, the Partnership Corporation or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 2 contracts
Sources: Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy Inc)
Cooperation and Exchange of Information. The Partner Stockholder Representative, the Partnership Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII Article VI or in connection with any Action, audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Partner Stockholder Representative, the Partnership Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner Stockholder Representative, the Partnership Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Sources: Merger Agreement (Item 9 Labs Corp.)
Cooperation and Exchange of Information. The Partner Representative, the Partnership Company Group Members and Parent Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII Section 7.1 or in connection with any audit or other proceeding Action in respect of Taxes of the Partnershipa Company Group Member. 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 Partner Representative, the Partnership Company Group Members and Parent Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership any Company Group Member 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 any of the other parties 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 Partnership a Company Group Member for any taxable period beginning before the Closing Date, Partner Representative, the Partnership Company Group Members or Parent Buyer (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Cooperation and Exchange of Information. The Partner Sellers’ Representative, the Partnership Company and Parent Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Partner Sellers’ Representative, the Partnership Company and Parent Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner Sellers’ Representative, the Partnership Company or Parent Buyer (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Cooperation and Exchange of Information. The Partner Representative, the Partnership Sellers’ Representative and Parent Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this ARTICLE VII V or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of Partner Representative, the Partnership Sellers and Parent Purchaser shall retain all Tax Returns, schedules schedules, and work papers, records records, and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules schedules, and work papers, records records, and other documents in its possession relating to Tax matters of the Partnership Company for any taxable period beginning before the Closing Date, Partner Representative, the Partnership Sellers’ Representative or Parent Purchaser (as the case may be) shall provide the other parties Party with reasonable written notice and offer the other parties Party the opportunity to take custody of such materials.
Appears in 1 contract
Cooperation and Exchange of Information. The Partner RepresentativeShareholders’ Agent, the Partnership Company and Parent Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII Section 7 or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Tax authorities. Each of Partner RepresentativeShareholders’ Agent, the Partnership Company and Parent Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner RepresentativeShareholders’ Agent, the Partnership Company or Parent Purchaser (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Sources: Merger Agreement (Innovate Biopharmaceuticals, Inc.)
Cooperation and Exchange of Information. The Partner Stockholder Representative, the Partnership Company and Parent shall timely provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII Article VI or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Partner the Stockholder Representative, the Partnership Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner the Stockholder Representative, the Partnership Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Cooperation and Exchange of Information. The Partner Stockholder Representative, the Partnership Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Partner the Stockholder Representative, the Partnership Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner the Stockholder Representative, the Partnership Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Cooperation and Exchange of Information. The Partner RepresentativeShareholder Representatives, Aloft and the Partnership and Parent Company shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return Returns pursuant to this ARTICLE VII Article IV or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Partner RepresentativeShareholder Representatives, Aloft and the Partnership and Parent Company shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax tax matters of the Partnership Aloft 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 any of the other parties in writing of such extensions for the respective Tax 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 tax matters of the Partnership Aloft for any taxable period beginning before the Closing Date, Partner Representativethe Shareholder Representatives, Aloft or the Partnership or Parent Company (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Cooperation and Exchange of Information. The Partner Stockholders’ Representative, the Partnership Company and Parent Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII Section IX or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany. 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 Partner Stockholders’ Representative, the Partnership Company and Parent Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner Stockholders’ Representative, the Partnership Company or Parent Purchaser (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Cooperation and Exchange of Information. The Partner Member Representative, the Partnership Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII Article VI or in connection with any audit or other proceeding in respect of Taxes of the PartnershipCompany or any of its Subsidiaries. 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 Partner the Member Representative, the Partnership Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership 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 any of the other parties 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 Partnership Company for any taxable period beginning before the Closing Date, Partner the Member Representative, the Partnership Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Appears in 1 contract
Sources: Merger Agreement