Amendments of Tax Returns Sample Clauses

Amendments of Tax Returns. Except as otherwise required under applicable Tax Law, permitted in this Section 12.2 or in settlement of a Tax Proceeding, Purchaser shall not file, nor cause to be filed, any amended Tax Return relating to a period prior to the Closing Date or any amended Tax Return for any Tax period ending before the Closing Date and filed before the Closing Date without the written consent of Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.
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Amendments of Tax Returns. A Company shall not amend any Tax Return that relates to a Tax period that ends on or prior to the Closing without prior written consent of the Transferors, which consent shall not unreasonably be withheld, delayed or conditioned. Transferee will not unreasonably withhold consent to amend Tax Returns for pre-closing Tax Periods to obtain the benefit of any employee retention tax credits or similar credits for some or all of the Companies for such periods. If any Tax Returns are so amended, the benefit thereof shall be allocated to the Transferors.
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Amendments of Tax Returns. Except as otherwise required under applicable Law, neither Parent, any Affiliate of Parent, the Company nor its Subsidiaries shall amend any Tax Return of the Company or its Subsidiaries with respect to a Pre-Closing Tax Period or Straddle Period.
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Amendments of Tax Returns. With respect to Income Tax for the Pre-Closing Tax Period, Seller Representative shall have the exclusive right to file any amended Income Tax Return of the Company for a Pre-Closing Tax Period for which the Seller Parties are responsible for indemnification under Section 10.2(b)(i), Section 10.2(b)(ii), or Section 10.2(b)(iii), provided that the Tax Returns for the Pre-Closing Tax Periods and any amended Income Tax Returns have been prepared consistent with the Section 338(h)(10) Election and that the representations and warranties in Section 3.7(n) are true and correct through the Closing Date, and provided further that Seller Representative shall provide a copy of any such amended Income Tax Return (together with supporting schedules) to Purchaser at least 30 days prior to the date the amended Income Tax Returns are filed with a Governmental Authority. With respect to any Taxes other than Income Taxes, Purchaser shall have the right to amend any Tax Return related to Taxes other than Income Taxes provided that Purchaser provides a copy of any such amended Tax Returns (together with supporting schedules) to the Seller Representative at least 30 days prior to the date the amended Tax Returns are filed with the Governmental Authority and provided further that the Purchaser agrees to waive any claim for indemnification under Section 10.2(b)(iv) for the amount of additional Taxes shown on any such amended Tax Return.
Sample 1
Amendments of Tax Returns. After the Closing Date, neither Parent nor any of its Affiliates shall amend, modify or otherwise change any Covered Tax Return (or other Tax Return filed on or before the Closing Date) filed by or on behalf of the Target Companies to the extent that such amendment would result in an indemnification obligation of the Company Stockholders for Taxes under Sections 9.1 of this Agreement, unless otherwise required by applicable law or any Tax authority or unless advised by the Parent’s accounting firm to correct an error in the applicable Covered Tax Return, without the prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. The provisions set forth in Section 6.10(a) above with respect to Material Covered Tax Returns relating to Income Taxes shall apply (with necessary modifications) with respect to the filing by Parent or any of its Affiliates of any amended Covered Tax Return (or other Tax Return filed on or before the Closing Date).
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Related to Amendments of Tax Returns

  • Filing of Tax Returns The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP), except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

  • Availability of Tax Returns The Company has made available to Parent complete and accurate copies of all federal, state, local and foreign income, franchise and other material Tax Returns filed by or on behalf of the Company or its Subsidiaries for any Tax period ending after December 31, 2011.

  • Preparation of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Preparation and Filing of Tax Returns (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.

  • Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Tax Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

  • Treatment of Taxes Except as otherwise provided in the Loan Agreement, the proceeds of the Loan may be withdrawn to pay for taxes levied by, or in the territory of, the Borrower or the Guarantor on the goods or services to be financed under the Loan, or on their importation, manufacture, procurement or supply. Financing of such taxes is subject to the Bank’s policy of requiring economy and efficiency in the use of the proceeds of its loans. To that end, if the Bank shall at any time determine that the amount of any taxes levied on or in respect of any item to be financed out of the proceeds of the Loan is excessive or otherwise unreasonable, the Bank may, by notice to the Borrower, adjust the percentage for withdrawal set forth or referred to in respect of such item in the Loan Agreement as required to be consistent with such policy of the Bank.”

  • Tax Returns Except as set forth on Schedule 3.13:

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