Cooperation; Audits. In connection with the preparation and filing of Tax Returns, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, and any administrative or judicial proceedings relating to any Tax liabilities imposed on the Parent, the Sellers, the Purchaser, the Purchased Assets or the Southern Entities, (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers 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 or the Southern Entities including, but not limited to, during normal business hours, the furnishing or making available of books and records, personnel (as reasonably required and at no cost to the other party), powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates or the defense of claims by Taxing Authorities as to the imposition of Taxes. The Parent, the Sellers, the Purchaser and the Southern Entities shall retain all Tax Returns, schedules and workpapers and all material records or other documents relating to all Taxes of the Purchased Assets, the Stock Sellers and the Southern Entities for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to extension, except to the extent notified by another party in writing of such extensions for the respective Tax periods, or (ii) seven years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers and the Purchaser shall maintain such Tax Returns, schedules, workpapers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpapers, records and documents. Each of (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers shall give the other parties reasonable written notice prior to destroying or discarding any such books or records and, if another party so requests, the other party shall take possession of such books and records. Any information obtained under this Section 4.11(c) shall be kept con...
Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any proceedings relating to the Tax liabilities of the Company or any of its Subsidiaries for which an indemnification claim could be made pursuant to ARTICLE 8, Parent and the Company, on the one hand, and the Representative and the Company Securityholders, on the other hand, shall cooperate fully with each other, including by furnishing or making available during normal business hours the records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims relating to such Taxes.
Cooperation; Audits. In connection with the preparation of Returns, audit examinations and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company for all Pre-Closing Tax Periods, the Purchaser or the Sub and the Company, on the one hand, and the Shareholders, on the other hand, shall cooperate fully with each other, including, without limitation, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account or other materials necessary or helpful for the preparation of such Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes.
Cooperation; Audits. (a) If a claim shall be made by any Governmental Authority with regard to Taxes, which, if successful, might result in an indemnity payment pursuant to Section 10.1 or 10.2, then the Purchaser shall give notice to the Sellers or the Sellers shall give notice to the Purchaser, as applicable in writing of such claim and of any counterclaim the Purchaser or the Sellers propose to assert, as applicable (a “Tax Claim”); provided, however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party has been materially prejudiced as a result of such failure.
Cooperation; Audits. (a) In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on Holdco or Enginetics for all Pre-Closing Tax Periods, the Buyer, on the one hand, and the Sellers, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. The Buyer shall and shall cause Holdco and Enginetics to (i) retain all books and records with respect to Tax matters pertinent to Holdco and Enginetics relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by any Seller, any extension thereof) for the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) give the Representative reasonable notice prior to transferring, destroying or discarding any such books and records and shall allow the Representative to take possession of such books and records.
Cooperation; Audits. In connection with the preparation of Returns, audit examinations and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company for all Pre-Closing Tax Periods, Parent and the Company on the one hand, and the Stockholders' Representative on the other hand, will cooperate fully with each other, including, but not limited to, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Returns, the conduct of audit examinations or the defense of claims by Tax authorities as to the imposition of Taxes.
Cooperation; Audits. Sellers, upon the written request of Buyer, will cooperate with Buyer and the Company, and Buyer, upon the written request of Sellers, will cooperate, and will cause the Company to cooperate, with Sellers, and, at any time and from time to time, afford to the other party or its or their Affiliates or any of its or their Representatives, full and complete access to the books and records of the Company (including all accounting, financial and Tax records and Tax Returns) as shall be necessary or desirable to permit Sellers, Buyer and the Company, and its and their Affiliates, to (i) effectuate the provisions of Sections 8.1, 8.2, and 8.4, (ii) amend any Tax Return, or (iii) obtain any Tax certificate or document from a third party. In connection therewith, Buyer will cause the Company and its and their Affiliates, to make available, or cause to be made available, to Sellers, on a mutually convenient basis, such qualified personnel of Buyer and the Company, and its and their Affiliates, as Sellers may reasonably request to assist in the compilation of the information necessary to prepare and file the Tax Returns referred to in Section 8.1(b) and otherwise effectuate the provisions of Sections 8.1, 8.2 and 8.4.
Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any proceedings relating to the Tax liabilities of the Company or any of its Subsidiaries for which an indemnification claim could be made pursuant to Article 9, Buyer and the Company, on the one hand, and the Representative and the Company Securityholders, on the other hand, shall cooperate fully with each other, including by furnishing or making available during normal business hours the records (to the extent in such Person’s possession or control), personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims relating to such Taxes.
Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Taxes imposed on the Company or the Business for all Pre-Closing Tax Periods and Straddle Periods, Buyer, on the one hand, and the Seller, on the other hand, shall cooperate fully with each other, including furnishing or making available during normal business hours records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Governmental Authorities as to the imposition of Taxes. Buyer shall provide the Seller, and the Seller shall provide Buyer, with the information that each is respectively required to report under Code Section 6043A.
Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the JVC for all Pre-Closing Tax Periods, SPTL, on the one hand, and the JVC, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes.
