Certain Tax Returns Clause Samples
Certain Tax Returns. Following the Closing, Seller Representative shall prepare, or cause to be prepared, and timely file or cause to be timely filed, at the sole cost and expense of Sellers, all Pass Thru Tax Returns of the Company due after the Closing Date with respect to any Tax Period ending on our prior to the Closing Date (such Tax Returns, “Pre-Closing Pass Thru Tax Returns”). Any such Pre-Closing Pass Thru Tax Returns shall be prepared in a manner consistent with the Intended Tax Treatment and the past practices of the Company and its Subsidiaries except as otherwise required by applicable Law, provided that any Transaction Tax Deductions shall be allocated to the taxable year or portion thereof ending on the Closing Date to the extent permissible under applicable Law (based on a “more likely than not” or higher standard). Prior to filing (or causing to file) any Pre-Closing Pass Thru Tax Return, Seller Representative shall provide Buyer with a draft of such Pre-Closing Pass Thru Tax Return as soon as reasonably practicable prior to the deadline for timely filing such Pre-Closing Pass Thru Tax Return (after giving effect to any valid extensions thereof) for Buyer’s review, comment and approval (not to be unreasonably withheld, conditioned, or delayed), and Seller Representative shall consider in good faith any reasonable comments of Buyer to such Tax Return. To the extent Buyer and Seller Representative disagree on the content of a Pre-Closing Pass Thru Tax Return, Seller Representative and Buyer shall negotiate in good faith to resolve any disputed items on such Pre-Closing Pass Thru Tax Return; provided that if Seller Representative and Buyer cannot come to a mutual agreement on such Pre-Closing Pass Thru Tax Return within fifteen (15) days of the deadline for timely filing such Tax Return (after giving effect to any valid extensions thereof), the matter shall be resolved pursuant to substantially identical procedures as set forth for the resolution of disputes in Section 1.04(c). For the avoidance of doubt, the Sellers shall have the sole right to prepare and file all Tax Returns of the DISC to the extent that the DISC is liquidated prior to Closing in accordance with Section 6.09. No Pre-Closing Pass Thru Tax Return may be amended after the Closing unless such amendment would not reasonably be expected to adversely affect the Taxes or Tax positions of the Buyer or the Company in any taxable period ending after the Closing Date and unless the prior written consent ...
Certain Tax Returns. The Seller shall cooperate with and provide assistance to the Buyer and the Corporation in connection with the preparation and filing of all federal, state, local and foreign income tax returns which relate to the Corporation and to periods prior to Closing but which are not required to be filed until after the Closing.
Certain Tax Returns. The Existing Trust and the New Trust hereby agree that the federal tax returns for the tax year ended December 31, 2008, consistent with a reorganization pursuant to Section 368(a)(1)(F) of the Code, will be a single return based on the operations of the Acquired Fund from January 1, 2008 through the Exchange Date and the operations of the Acquiring Fund from the Exchange Date through December 31, 2008.
Certain Tax Returns. The Sellers shall cooperate with and provide assistance to the Buyer and the Corporation in connection with the preparation and filing of all federal, state, local and foreign income tax returns which relate to the Corporation and to periods prior to Closing but which are not required to be filed until after the Closing.
Certain Tax Returns. 36 12.2 Parties in Interest; No Third-Party Beneficiaries......................................36 12.3
Certain Tax Returns. (a) The ▇▇ ▇▇▇▇▇▇▇ Sellers shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) any Tax Return required to be filed by any of the ▇▇ ▇▇▇▇▇▇▇ Entities prior to the Closing Date (taking into account extensions). The Company shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) any Tax Return required to be filed by any of the Acquired Companies prior to the Closing Date (taking into account extensions).
(b) Purchaser shall prepare (or cause to be prepared) all Tax Returns of the Transferred Entities that are due after the Closing Date. Any such Tax Return that is for a taxable period ending on or before the Closing Date (including, without limitation, in the case of the Company, IRS Form 1065 and related Schedules K-1 (and any similar or corresponding state income Tax Return)) (a “Pre-Closing Tax Return”) or for a Straddle Period (a “Straddle Period Tax Return”), shall be prepared in a manner consistent with Section 9.3(c) and, except as otherwise required pursuant to Section 9.3(c), in a manner consistent with the past practices of the relevant Transferred Entity and the LLC Agreement as in effect immediately prior to the First Effective Time. Purchaser shall deliver (or cause to be delivered) a draft of each Pre-Closing Tax Return and each Straddle Period Tax Return to the Sellers’ Representative for its review and comment no later than thirty (30) days prior to the due date (taking into account extensions) for such Tax Return. In the case of any Pre-Closing Tax Return that (x) could (or the filing of which could) result in a material Tax Liability of any Seller (or any direct or indirect owner of any Seller) or give rise to a material indemnification obligation of any Seller hereunder (taking into account the funds remaining in the Escrow Account) and (y) could not result in a material Tax Liability of Purchaser or any of its Affiliates (a “Seller Pre-Closing Tax Return”), Purchaser shall reflect (or cause to be reflected) any comments provided by the Sellers’ Representative on any such Seller Pre-Closing Tax Return prior to the filing thereof and Purchaser shall timely file (or cause to be timely filed) (taking into account extensions) such Seller Pre-Closing Tax Return (as so revised to reflect the comments provided by the Sellers’ Representative). In the case of any Pre-Closing Tax Return (other than a Seller Pre-Closing Tax Return) or any Straddle Period Return, in each case, that could ...
Certain Tax Returns. Parent shall file, or cause to be filed, all Tax Returns required to be filed by the Company or any Company Subsidiary following the Closing Date for any Pre-Closing Tax Period or Straddle Period. With respect to any such Tax Return that is filed, or required to be filed, on or prior to the date the Final Purchase Price is determined pursuant to Section 3.4(c), (i) such Tax Return shall be prepared in accordance with the past practices of the Company and the Company Subsidiaries in preparing their Tax Returns and by taking all Transaction Tax Deductions into account in a Pre-Closing Tax Period (or the portion of a Straddle Period ending on the Closing Date) to the extent deductible therein at a “more likely than not” or higher level of comfort, (ii) Parent shall provide such Tax Return to the Stockholder at least fifteen (15) days prior to the date on which such Tax Return is to be filed, and (iii) Parent shall consider in good faith any reasonable comments received from the Stockholder relating to such Tax Return at least five (5) days prior to the date on which such Tax Return is to be filed.
Certain Tax Returns. The Seller shall timely prepare, or cause to be timely prepared, for the review and comment of the Buyer, and the Buyer shall cause -50- to be filed in a timely manner, all (i) Straddle Period Tax Returns of each Acquired Company, (ii) non-income Tax Returns of the Acquired Companies for taxable periods ending on or before the Closing Date that are filed after the Closing Date, and (iii) other income Tax Returns of the Acquired Companies for taxable periods beginning before the Closing Date that are required to be filed after the Closing Date in any jurisdiction where the transactions contemplated by this Agreement are not treated as an asset sale, in each case, on a basis consistent with past practice of such Acquired Company unless such position is not “more likely than not” to be sustained. The Seller shall provide the Buyer with a reasonable opportunity to review any such Tax Returns and the Seller will incorporate any reasonable comments made by the Buyer with respect to such Tax Returns.
Certain Tax Returns. Prior to the Effective Time, the Company shall file all Tax Returns for which the time prescribed by law to file such Tax Returns has elapsed and the Company has not filed such Tax Returns within such time period or subsequent thereto.
Certain Tax Returns. Following the Closing, (a) the Buyer shall, and ------------------- shall cause the each of the Companies to, reasonably cooperate with and provide reasonable assistance to the Seller, including reasonable access to each of the Company's systems, in connection with the preparation and filing of all federal, state, local and foreign income Tax returns which relate to each Company's 2001 tax years, and (b) the Seller shall reasonably cooperate with and provide reasonable assistance to the Buyer and the Companies in connection with the preparation and filing of all federal, state, local and foreign income Tax returns which relate to each Company's 2002 tax years and to the period from January 1, 2002 to the Closing Date. At least twenty (20) days prior to the filing of such Tax returns, the preparing party shall provide a copy of such returns to the other party for such party's approval, such approval not to be unreasonably withheld or delayed.