Audits of Tax Returns Sample Clauses

Audits of Tax Returns. No Tax Return of the Company is currently under audit or examination by any taxing authority, and the Company has not received a written notice stating the intention of any taxing authority to conduct such an audit or examination. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents’ reports related to any prior audits and examinations are attached as part of Section 4.11 of the Disclosure Schedule.
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Audits of Tax Returns. Each Party agrees to provide written notice to the other Parties within fifteen (15) days of the receipt of any written notice by the first party that involves the assertion of any Tax Action or similar matter relating to any Tax Return of a Barteca Entity or Blocker for any Pre-Closing Tax Period or Straddle Period. Such notice shall specify in reasonable detail the basis for such Tax Action or similar matter and shall include a copy of the relevant portion of any correspondence received from a Tax Authority. The Sellers’ Representative shall have the responsibility for, and the right to control, any Tax Actions with respect to Pass-Through Tax Returns of the Barteca Entities and the Blockers relating solely to any Tax period ending on or before the Closing Date, including any disposition or settlement of such Tax Action to the extent such action would reasonably be expected to adversely impact the Unitholders (other than the Blockers or the Blocker Sellers); provided, however, that (A) the Sellers’ Representative shall keep Purchaser reasonably informed regarding the status of such Tax Action; (B) Purchaser shall have the right, directly or through its designated Representatives, to review in advance and comment upon all submissions made in the course of such Tax Action (including any administrative appeals thereof), (C) Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlement, resolution or abandonment of such Tax Action (or any portion thereof) by the Sellers’ Representative that could adversely impact the Tax liability of Purchaser, any of the Blockers or any of the Barteca Entities in any Tax period and (D) the Sellers’ Representative shall not, and shall not cause any Barteca Entity to, elect to apply any provision of the Bipartisan Budget Act of 2015 (or any similar provision of state or local Law) for a taxable year beginning before January 1, 2018. Except as specifically provided in this Section 7.6(c), Purchaser shall have the exclusive right to control any other Tax Action of or with respect to the Barteca Entities and the Blockers; provided, however, that to the extent any such Tax Action relates to a Tax Return of a Barteca Entity or Blocker for any Pre-Closing Tax Period or Straddle Period (other than any Tax Action that the Sellers’ Representative has the right to control pursuant to the prior sentence) and would reasonably be expected to adversely impact the Tax liabil...
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Audits of Tax Returns. Except as set forth on Schedule 3.19.8 of the Disclosure Schedule, no Tax Return of the COMPANY is currently under audit or examination by any taxing authority, and the COMPANY has not received a written notice stating the intention of any taxing authority to conduct such an audit or examination by the COMPANY. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents' report related to any prior audits and examinations are attached as part of Schedule 3.19.8 of the Disclosure Schedule.
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Audits of Tax Returns. 12 3.12.8 Period of Assessment.....................................12
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Audits of Tax Returns. The Sellers will have the responsibility for, and the right to control, at Sellers’ expense, the audit of any federal or state income Tax Return of Company relating to a taxable period ending on or prior to the Closing Date, including any disposition of such audit; provided, however, that Connecture and Company will have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns (including any administrative appeals thereof), and Connecture’s consent shall be required for any settlement by the Sellers that could affect the Tax liability of Connecture or any of its Affiliates (including Company) in any taxable period to the extent such Tax liability is not or would not be solely the liability of Sellers. With respect to all other Tax Returns, Connecture and Company will have the sole responsibility for, and the right to control the audit of, such Tax Returns, but, with respect to any federal or state income Tax Return that relates to a taxable period that includes, but does not end on, the Closing Date, the Sellers shall have the right to participate in and approve the disposition of the audit of any such Tax Return, which approval shall not be unreasonably withheld or delayed.
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Audits of Tax Returns. The Shareholder Representative will have (i) the responsibility for, and the right to control, at the Shareholders’ expense, the audit of any federal or state income Tax Return of the Company relating to a taxable period ending on or prior to the Closing Date, including, without limitation, any disposition of such audit and (ii) the right to participate in and approve the disposition of the audit of any federal or state income Tax Return of the Company relating to a Straddle Period, which approval shall not be unreasonably withheld or delayed; provided, however, that the Surviving Company, at its expense, will have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns (including any administrative appeals thereof), and the Surviving Company will have the right to approve, which approval shall not be unreasonably withheld or delayed, any settlement that could affect the Tax Liability of any Acquiring Party or the Surviving Company in any taxable period to the extent such Tax Liability is not solely the liability of the Shareholders. Other than as set forth in this paragraph (c), the Surviving Company will have the sole responsibility for, and the right to control, at the Parent’s expense, the audit of any other Tax Return other than an audit that could give rise to a Liability of the Shareholders for the payment of Taxes.
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Audits of Tax Returns. No Tax Return of ARM is currently under audit or examination by any taxing authority, and neither the Xxxxxxxx Seller or the Xxxxxx Seller nor ARM has received a written notice stating the intention of any taxing authority to conduct such an audit or examination. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents’ reports related to any prior audits and examinations are attached as part of the ARM Disclosure Schedule 4.11.
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Audits of Tax Returns. Buyer shall promptly notify Representative in writing of any audit, examination or notice of deficiency or other adjustment, assessment or redetermination with respect to Taxes relating to a Pre-Closing Tax Period of the Company or any of its Subsidiaries (a “Tax Contest”). Buyer and the Company shall have the sole responsibility for, and the right to control the audit of, such Tax Contests, but the Representative shall have the right to participate in such Tax Contests, including the right to review in advance and comment upon all submissions made in the course of such Tax Contests (including any administrative appeals thereof) and Buyer shall and shall cause the Company and its Subsidiaries to take into account, in good faith, any such comments. The Representative shall have the right to approve the disposition or settlement of any Tax Contest, which approval shall not be unreasonably withheld, conditioned or delayed to the extent the disposition or settlement of any such Tax Contest could reasonably be expected to impact the Stockholders and/or the Optionholders.
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Related to Audits of Tax Returns

  • 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.

  • 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.

  • 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).

  • Tax Returns Except as set forth on Schedule 3.13:

  • 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.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Tax Returns and Audits All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

  • 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.”

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