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

Tax Cooperation; Allocation of Taxes. (i) Seller and Buyer 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. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

Appears in 4 contracts

Samples: Asset Purchase Agreement (Commercetel Corp), Asset Purchase Agreement (Commercetel Corp), Asset Purchase Agreement (Axiologix Education Corp)

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Tax Cooperation; Allocation of Taxes. (ia) Purchaser and Seller and Buyer 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 Business and the Business Assets as is reasonably necessary for the filing of all Tax returnsReturns, 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 returnReturn. Seller and Buyer Purchaser shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business Assets and each shall execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Section 5.03(e6.08(a).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Argo Digital Solutions Inc), Asset Purchase Agreement (rVue Holdings, Inc.), Asset Purchase Agreement (Zvue Corp)

Tax Cooperation; Allocation of Taxes. (i) Buyer and Seller and Buyer 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. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business Purchased Assets and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e)Section.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Wareforce Com Inc), Security Agreement (Wareforce Com Inc), Asset Purchase Agreement (Wareforce Com Inc)

Tax Cooperation; Allocation of Taxes. (ia) Purchaser and Seller and Buyer 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 Businesses 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. Seller and Buyer Purchaser shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business Businesses and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e8.1(a).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Freeshop Com Inc), Asset Purchase Agreement (Freeshop Com Inc)

Tax Cooperation; Allocation of Taxes. (i) Seller and Buyer 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 Acquired 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. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mobivity Holdings Corp.), Asset Purchase Agreement (Mobivity Holdings Corp.)

Tax Cooperation; Allocation of Taxes. (i) i. Buyer and Seller and Buyer 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. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business Purchased Assets and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e)Section.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Wareforce Com Inc), Security Agreement (Wareforce Com Inc)

Tax Cooperation; Allocation of Taxes. (ia) Buyer and Seller and Buyer 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. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this paragraph (a) of Section 5.03(e)8.03.

Appears in 1 contract

Samples: Asset Purchase Agreement (Parexel International Corp)

Tax Cooperation; Allocation of Taxes. (i) Seller i)Seller and Buyer 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 Acquired Assets and the Acquired 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. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Acquired Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

Appears in 1 contract

Samples: Asset Purchase Agreement (Mobivity Holdings Corp.)

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Tax Cooperation; Allocation of Taxes. (ia) Seller Buyer and Buyer Parent 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 Acquired Assets and the Business as is reasonably necessary for the filing of all Tax returnsReturns, 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 returnReturn. Seller Parent and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business Company and each shall execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Section 5.03(e11.10(a).

Appears in 1 contract

Samples: Asset Purchase Agreement (Evergreen Energy Inc)

Tax Cooperation; Allocation of Taxes. (ia) Purchaser and Seller and Buyer 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 Business and the Business Assets as is reasonably necessary for the filing of all Tax returnsReturns, 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 returnReturn. Seller and Buyer Purchaser shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business Assets and each shall execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Section 5.03(e6.07(a).

Appears in 1 contract

Samples: Asset Purchase Agreement (Eclips Media Technologies, Inc.)

Tax Cooperation; Allocation of Taxes. (ia) Seller Buyer and Buyer 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 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. Seller Sellers and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this paragraph (a) of Section 5.03(e)8.03.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pacific Softworks Inc)

Tax Cooperation; Allocation of Taxes. (ia) The Buyer and the Seller and Buyer 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 Company as is reasonably necessary for the filing of all Tax returnsReturns, and making of any election related to Taxes, the preparation for any audit by any taxing governmental authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax returnReturn. The Seller and the Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business Company or the Assets of the Company and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e8.3(a).

Appears in 1 contract

Samples: Securities Purchase Agreement (Maiden Holdings, Ltd.)

Tax Cooperation; Allocation of Taxes. (ia) Seller Buyer and Buyer 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 and the Intended 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. Seller Sellers and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Intended Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this paragraph (a) of Section 5.03(e)8.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Roxio Inc)

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