Amended Tax Returns; Tax Elections Sample Clauses

Amended Tax Returns; Tax Elections. Buyer shall not, without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) cause or permit the Company or any of its Subsidiaries to (i) amend any Tax Return that relates in whole or in part to any Pre-Closing Tax Period or (ii) make any election that has retroactive effect to any Pre-Closing Tax Period.
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Amended Tax Returns; Tax Elections. Buyer shall not cause or permit the Acquired Company to (i) file or amend or otherwise modify any Tax Return that relates in whole or in part to any Pre-Closing Tax Period (other than to file Tax Returns in accordance with Section 9.02(a)), (ii) make or change any election for, or that has retroactive effect to, any Pre-Closing Tax Period, (iii) voluntarily approach any taxing authority with respect to any Pre-Closing Tax Period or Taxes attributable to a Pre- Closing Tax Period, (iv) file, or cause to be filed, any Tax Return of the Acquired Company for any Pre-Closing Tax Period in a jurisdiction in which the Acquired Company did not previously file a Tax Return; (v) extend or waive the statute of limitations with respect to any Pre-Closing Tax Period, or (vi) take any other action relating to Taxes with respect to any Pre-Closing Tax Period, in each case, without the prior written consent of Sellers. Sellers acknowledge that upon completion of the transactions contemplated by this Agreement, the Acquired Company shall liquidate for federal tax purposes pursuant to Code Sections 856(i) and 332 and that the taxable year of the Acquired Company shall end on the Closing Date.
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Amended Tax Returns; Tax Elections. Unless otherwise required by applicable Law, with respect to any Tax period of the Company or any Company Subsidiary that ends on or before the Closing Date, Parent will not, without the Stockholders’ Representative’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), cause or permit the Company or any Company Subsidiary to (i) amend any Tax Return that relates in whole or in part to any such Tax period, (ii) make any Tax election that has retroactive effect to any such Tax period, (iii) voluntarily approach any Taxing Authority with respect to any such Tax period, provided however, that Parent may (or may cause the Company or any Company Subsidiary to) respond to inquiries initiated by a Taxing Authority, including those that may result from filing of Tax Returns or payment of Taxes with respect to a Tax period ending after the Closing Date, or (iv) extend the statute of limitations with respect to any such Tax period. The covenants in this Section 5.9(g) shall terminate on the first anniversary of the Closing Date.
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Amended Tax Returns; Tax Elections. In each case to the extent doing so would cause the Seller or any of its Affiliates to be liable for any Taxes (including amounts for which the Seller is liable under this Agreement), the Buyer shall not, and shall not cause or permit any of its Affiliates to, (a) file or amend or otherwise modify or supplement any Tax Return (other than to file Tax Returns in the ordinary course of business in accordance with Section 6.1), (b) make, revoke or change any election, (c) voluntarily approach any Tax authority with respect to any Taxes or Tax matter, (d) enter into or pursue a voluntary disclosure agreement (or other similar request) with a Tax authority with respect to filing Tax Returns or enter into any closing agreement or request a ruling (or other similar request), (e) file any ruling request (or other similar request) with any Tax authority, (f) extend or waive the statute of limitations or (g) file any Tax Return in a jurisdiction in which the Company and its Subsidiaries has not filed a Tax Return, without the express prior written consent of Seller.
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Amended Tax Returns; Tax Elections. Buyer will not, without Seller’s prior written consent, cause or permit the Company or any of its Subsidiaries to (i) amend any Tax Return that relates in whole or in part to any Pre-Closing Tax Period, (ii) make any election that has retroactive effect to any Pre-Closing Tax Period, if such amendment or election could result in Seller (or its direct or indirect owners) being liable for any Taxes, including to Buyer under this Agreement or to any taxing authority, or (iii) initiate any contact (including through any voluntary disclosure program or filing of a Tax Return with respect to any Pre-Closing Period inconsistent with past practice) with any Governmental Authority in respect of Taxes; provided, however, that Buyer may initiate any such contact without Seller’s prior written consent if, in advance of any such contact, Buyer delivers to Seller written confirmation that Buyer and its Affiliates expressly agree that neither Seller nor any of its Affiliates, including for the avoidance of doubt any Guarantor, shall have any liability for Losses arising in connection with or as a result of such contact.
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Amended Tax Returns; Tax Elections. Notwithstanding any provision in this Agreement to the contrary, the Seller shall not be permitted to file or cause to be filed any amended Tax Return of the Company or make a tax election for or with respect to any taxable period ending on or before the Closing Date without the prior written consent of the Buyer, such consent not to be unreasonably withheld, conditioned, or delayed. Neither the Buyer nor the Company shall be permitted to file any amended Tax Return for the Company or make a tax election for or with respect to any taxable period ending on or before the Closing Date, or with respect to the Straddle Period, without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned, or delayed, unless the filing of such amended Tax Return for the Company is required by applicable Tax law. The Buyer shall give the Seller prior notice of any amended Tax Return of the Company or Tax election to be filed without the consent of the Seller. The Buyer shall not make any elections pursuant to Code Section 338.
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Amended Tax Returns; Tax Elections. Unless otherwise required by applicable Law, Buyer will not cause or permit the Acquired Companies or any of their Affiliates to (i) file, amend or otherwise modify any Tax Return that relates in whole or in part to any Pre-Closing Tax Period (other than to file Tax Returns in accordance with Section 9.01(a), (ii) make or change any election for, or that has retroactive effect to, any Pre-Closing Tax Period, (iii) voluntarily approach any Tax authority with respect to any Pre-Closing Tax Period or Taxes attributable to a Pre-Closing Tax Period or (iv) extent or waive the statute of limitations with respect to any Pre-Closing Tax Period, in each case without the written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.
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Amended Tax Returns; Tax Elections. Without the prior written consent of Seller’s Representative, which shall not be unreasonably withheld, delayed or conditioned, Buyer will not cause or permit any Relevant Entity to (i) except as required by applicable Law, file, amend or otherwise modify any Tax Return that relates in whole or in part to any Pre-Closing Tax Period (other than to file Tax Returns in accordance with Section 10.01(b)), (ii) make or change any election for, or that has retroactive effect to, any Pre- Closing Tax Period, (iii) settle, voluntarily approach, enter into voluntary disclosure agreement with, or file any ruling request with any Tax authority with respect to any Pre- Closing Tax Period or Taxes attributable to a Pre-Closing Tax Period or (iv) extend or waive the statute of limitations with respect to any Pre-Closing Tax Period, in each case, solely to the extent such action could reasonably be expected to adversely impact the Seller or its beneficial owners.
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Related to Amended Tax Returns; Tax Elections

  • Amended Tax Returns Buyer shall not, and shall not cause or permit any of its Affiliates, the Company, or the Acquired Subsidiary to (i) amend any Tax Return of the Company or the Acquired Subsidiary that covers a Pre-Closing Tax Period or (ii) make any Tax election that has retroactive effect to any Pre-Closing Tax Period, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

  • DAC Tax Election The Ceding Company and the Reinsurer make an election pursuant to Treasury Regulation Section 1.848-2 (g) (8) of the Income Tax Regulations issued December, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended, and agree to the terms stipulated in Schedule G – DAC Tax Schedule.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

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

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • 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.

  • Tax Elections Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is the best interests of the Partners.

  • 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.

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