Tax Returns. Except as set forth on Schedule 3.13:
Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.
Tax Returns. The Company has filed all U.S. federal, state, local and non-U.S. tax returns required to be filed through the date hereof and has paid all taxes required to be paid thereon, and no tax deficiency has been determined adversely to the Company (nor does the Company have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company), except in each case as would not reasonably be expected to have a Material Adverse Effect.
Tax Returns. (i) Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which w...
Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.
Tax Returns. The General Partner shall cause income tax returns for the Partnership to be prepared and timely filed with the appropriate federal, state and local taxing authorities.
Tax Returns. (a) The Seller, at the Seller’s sole expense, shall prepare and timely file, or shall cause to be prepared and timely filed, (i) all combined, consolidated or unitary income Tax Returns that include the Seller or any of its Affiliates (other than the Transferred Entities), on the one hand, and any of the Transferred Entities, on the other hand, (“Combined Income Tax Returns”), (ii) except as provided below, all Tax Returns (other than Combined Income Tax Returns) required to be filed by or with respect to the Transferred Entities and the Transferred Assets for all Pre-Closing Tax Periods (other than any Straddle Period). Following the Closing, the Purchaser or the Transferred Entities, as applicable, shall timely remit or cause to be timely remitted all Taxes shown as due on all such non-Income Tax Returns filed after the Closing. The Seller shall timely remit, or cause to be timely remitted, all Taxes shown as due on all such Income Tax Returns. If any position reflected on any Tax Return of a Transferred Entity for Pre-Closing Tax Periods (other than any Straddle Period) could reasonably be expected to affect the Tax liability of the Purchaser (with respect to the Transferred Entities) or the Transferred Entities in any Post-Closing Tax Period, the Seller shall provide to the Purchaser a copy of such Tax Return or an applicable pro forma statement (and any other information in the possession of the Seller reasonably requested by the Purchaser relevant for determining the impact on the Tax liability of the Purchaser (with respect to the Transferred Entities) and the Transferred Entities in any Post-Closing Tax Period of such Tax Return) for the Purchaser’s review, and the Seller shall consider in good faith any reasonable comments made by the Purchaser with respect to such Tax Return or pro forma statements within ten (10) Business Days of receipt thereof. The Purchaser shall timely file or cause to be timely filed all such non-Income Tax Returns referred to in clause (ii) above that are due to be filed by the Transferred Entities following the Closing within five (5) Business Days of receipt of such Tax Returns from the Seller. The Purchaser and the Seller shall reconcile amounts paid by the Purchaser pursuant to this Section 7.02(a) every six (6) months commencing on the first six (6)-month anniversary of the Closing Date and continuing thereafter until six (6) months following the filing of the last non-Income Tax Return pursuant to this Section 7.02. ...
Tax Returns. The Company has filed all material federal, state and foreign income tax returns required to be filed by or on behalf of the Company on or before the due dates therefor (taking into account all extensions of time to file) and has paid or provided for the payment of all such material taxes indicated by such tax returns and all assessments received by the Company to the extent that such taxes or assessments have become due.
Tax Returns. The Company and its subsidiaries have filed all foreign, federal, state and local tax returns that are required to be filed or have obtained extensions thereof, except where the failure so to file would not, individually or in the aggregate, result in a Material Adverse Effect, and have paid all taxes (including, without limitation, any estimated taxes) required to be paid and any other assessment, fine or penalty, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Effect.
Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.
