Amended Returns, etc Sample Clauses

Amended Returns, etc. Without the prior written consent of the Shareholders Representative (which consent may not be unreasonably withheld), or unless otherwise required by Law, none of Buyer, the Corporation, or any Affiliate of Buyer shall (i) file any amended Tax Return or propose or agree to any adjustment of any item with any Tax Authority with respect to any taxable period ending on or before the Closing Date that would (in any such case) have the effect of increasing the Shareholders’ liability for any Taxes, increasing the indemnification obligations of the Shareholders or increasing the amount recoverable by Buyer from the Shareholders with respect to Taxes.
Sample 1
AutoNDA by SimpleDocs
Amended Returns, etc. None of Buyer, its affiliates, the Company, or any Subsidiary of the Company shall file any amended Tax Return for the Company or any of its Subsidiaries with respect to any taxable period ending on or before the Closing Date, unless the Company and any such Subsidiary indemnify and hold Seller harmless from and against any potential adverse Tax effect with respect to any such amended Tax Return, provided, however, no such indemnification shall apply if such amended return is required by Law.
Sample 1
Amended Returns, etc. Except pursuant to the good faith resolution of a Tax Proceeding, Buyer and Company will not (and will not permit their respective affiliates to) take any of the following actions to the extent such actions would reasonably be expected to increase Excluded Taxes: (i) file or amend any Tax Return of the Company or any of the Company Subsidiaries with respect to any Pre-Closing Tax Period, (ii) make or change any Tax election or change any method of accounting with respect to the Company or any Company Subsidiary that is effective for a Pre-Closing Tax Period, (iii) enter into any voluntary disclosure program or agreement with any Governmental Entity regarding Taxes of the Company or any Company Subsidiary for any Pre-Closing Tax Period, or (iv) agree to extend or waive the statute of limitations with respect to Taxes of the Company or any Company Subsidiary for a Pre-Closing Tax Period, in each such case, except with the prior written consent of the Company Equityholders’ Representative (which will not be unreasonably withheld, delayed, or conditioned).
Sample 1
Amended Returns, etc. Neither Buyer nor any of its post- Closing Affiliates (including the Acquired Companies) will (A) file any amended return, carryback claim, or other adjustment request relating to any Acquired Company for any Pre-Closing Tax Period (including any Straddle Period) or (B) be permitted to initiate (or cause to be initiated) any voluntary disclosure or similar process with respect to the Taxes of the Acquired Companies or relating to the Acquired Assets for any Pre-Closing Tax Refunds unless such action is required by applicable Law, or the Person proposing to file the return, claim, or adjustment request has obtained the prior written consent of Sellers. (b)
Sample 1
Amended Returns, etc. Neither Sellers nor any of their post-Closing Affiliates will, and neither Buyer nor any of its post-Closing Affiliates (including the Company) will, file any amended return, carryback claim, or other adjustment request relating to the Company for any Pre-Closing Tax Period (including any Straddle Period) unless such action is required by applicable Law, or the Party that is (or whose Affiliate is) proposing to file the return, claim, or adjustment request has obtained the prior written consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed).
Sample 1
Amended Returns, etc. (i) Except as required by Law or to the extent provided in Sections 7.3(e) and 7.3(f)(ii), without the prior written consent of Sellers (which consent shall not be unreasonably withheld, delayed or conditioned), none of Purchaser, the Company, any Subsidiary or any Affiliate of Purchaser shall file any amended Tax Return with respect to any Tax period ending on or before the Effective Time, unless Purchaser, Company and any such Subsidiary or Affiliate agree to indemnify and hold Sellers harmless from and against any potential adverse Tax effect relating thereto and release Sellers from any claim under this Section 7.3 and ARTICLE X arising therefrom.
Sample 1
Amended Returns, etc. After the Closing, none of the Purchaser, the Company, any Company Subsidiary or any Affiliate of the Purchaser shall file any amended Tax Return or propose or agree to any adjustment of any item with the Internal Revenue Service or any other Taxing Authority with respect to any taxable period ending on or before the Closing Date or which includes the Closing Date, without the prior written consent of the Seller Representatives, which consent shall not be unreasonably conditioned, withheld or delayed.
Sample 1
AutoNDA by SimpleDocs

Related to Amended Returns, etc

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

  • Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.

  • Tax Returns; Taxes (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company and each Subsidiary due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all material respects; (ii) all Taxes, deposits of Taxes or other payments relating to Taxes due and owing by the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed; (iv) all deficiencies asserted as a result of any examination of any Tax Returns of the Company or any Subsidiary have been paid in full, accrued on the books of the Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company or any Subsidiary are being asserted, proposed or, to the Knowledge of any Member, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of any Member, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other matter pending between the Company or any Subsidiary and any Taxing authority; (ix) there are no Liens against any assets or property of the Company or any of its Subsidiaries for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or, to the Knowledge of any Member, threatened; (x) neither the Company nor any Subsidiary is a party to any Tax allocation, sharing or indemnification agreement under which the Company or any Subsidiary will have any Liability after the Closing; (xi) neither the Company nor any Subsidiary has any Liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; and (xiii) the Company and each Subsidiary has at all times used proper accounting methods and periods in computing their Tax Liability.

  • Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Tax Returns and Elections The Company shall cause to be prepared and timely filed all federal, state and local income tax returns or other returns or statements required by applicable law. As soon as reasonably practicable after the end of each fiscal year of the Company, the Company shall cause to be prepared and delivered to the Member all information with respect to the Company necessary for the Member’s federal and state income tax returns.

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Taxes and Returns (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

Time is Money Join Law Insider Premium to draft better contracts faster.