Company Tax Matters Sample Clauses

Company Tax Matters. The Company has filed with the appropriate taxing authorities all Tax Returns required to be filed. To the knowledge of Optimus, all such Tax Returns are correct and complete in all material respects. To the knowledge of Optimus, all Taxes due and owing by the Company (whether or not shown on any Tax Return) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. There are no Liens for Taxes (other than Taxes not yet due and payable) upon the Company Shares or any of the assets of the Company.
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Company Tax Matters. The Company has filed with the appropriate taxing authorities all Tax Returns required to be filed. To the knowledge of Parent, all such Tax Returns are correct and complete in all material respects. To the knowledge of Parent, all Taxes due and owing by the Company (whether or not shown on any Tax Return) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. There are no Liens for Taxes (other than Taxes not yet due and payable) upon the Company Shares or any of the assets of the Company.
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Company Tax Matters. (a) The Board shall cause the Company to take whatever steps necessary to make the election under Code Section 6221(b) (the “Election Out”) not to be subject to Company- level audit proceedings. The Company shall, within thirty (30) days of receipt of written request, make available to any Member, at such Member's expense, any information such Member reasonably requests in connection with any federal, state, or local tax audit in connection with such Member's Membership Interest in the Company. Each Member shall treat all Company items of income, gain, loss, deduction or credit consistent with the Company's treatment of such items as reflected on the Schedule K-1 or other information statement furnished by the Company. Each Member shall inform the Company of any adjustments to Company items that result from any tax audit of such Member within sixty (60) days of the close of such audit.
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Company Tax Matters. 3.12 (a), (f), (i), and (j) Company Employee Benefit Plans
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Company Tax Matters. Except as set forth in Section 7.7 with reference to state and local tax compliance, Seller or Company, as applicable, have filed in accordance with applicable law all Tax returns that Company was required to file, all such Tax returns were correct and complete in all material respects, all Taxes owed by Company (whether or not shown on any Tax return but excluding any accrued but not yet payable taxes) have been paid. Company 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, stockholder, or other third party. The Company has filed Tax returns in all jurisdictions where it is required to file and has not received written notice of any claim by any taxing authority in any other jurisdiction that the Company and the Company Subsidiary is or may be subject to taxation by that jurisdiction. No Taxes will become payable by the Company and the Company Subsidiary as a result of the execution, delivery, or performance of this Agreement, or the consummation of the transactions contemplated by this Agreement (including the Contribution, Conversion, Reorganization Transactions and the Street Smart Transfer). There are no liens with respect to Taxes upon any of the assets or properties of the Company and the Company Subsidiary, other than with respect to Taxes not yet due and payable. No audit or administrative or judicial Tax examination or proceeding is pending or is being conducted with respect to the Company and the Company Subsidiary. Neither Seller nor the Trusts is a “foreign person” within meaning of Section 1446(f) or Treasury Regulation Section 1.1445-2(b). The Company and the Company Subsidiary do not own any stock or other ownership interests in (i) any corporation which is a passive foreign investment company within the meaning of Section 1297 of the Code or a controlled foreign corporation within the meaning of Section 957 of the Code or (ii) any partnership, joint venture, limited liability company, or other entity taxed as a partnership or other pass-through entity for U.S. federal income tax purposes (or other arrangement or contract which could be treated as a partnership for U.S. federal income tax purposes). At all times between its formation and the Closing, Seller has been and will be classified as an S Corporation for U.S. federal, state, and local income tax purposes (except New Jersey and New York City). At all times between its fo...
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Company Tax Matters. 52 6.8. HIRAC Tax Matters...........................................56 6.9. Expenses of Transaction; Accounts...........................59 6.10. Books and Records; Personnel................................59 6.11.
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Company Tax Matters 
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Related to Company Tax Matters

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • U.S. Tax Matters (a) The Company shall, upon the request of any U.S. Investor, (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the U.S. Investor to prepare and submit its U.S. tax filings.

  • Additional Tax Matters (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.

  • Other Tax Matters 9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

  • Certain Tax Matters At or after the Closing, all ad valorem, property or other Taxes imposed on a periodic basis pertaining to the Purchased Assets shall be prorated on the basis of the number of days of the relevant Tax year or period which have elapsed through the Closing Date, determined without reference to any change of ownership occasioned by the consummation of the transactions contemplated by this Agreement. The Seller shall be responsible for that portion of such amounts relating to the period on or prior to the Closing Date and the Buyer shall be responsible for that portion of such amounts relating to the period after the Closing Date. The Buyer and the Seller shall cooperate, as and to the extent reasonably requested by either party, in connection with the filing of any Tax Returns, and Action with respect to Taxes, relating to the Purchased Assets or the operation of the Business. Such cooperation shall include the retention and (upon a party’s reasonable request) the provision of records and information which are reasonably relevant to any such Tax Return, or Action, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and timely notification of receipt of any notice of an Action or notice of deficiency relating to any Tax or Tax Return with respect to which the non-recipient may have liability hereunder. Notwithstanding anything in this Agreement to the contrary, any claim against the Seller pursuant to this paragraph shall be made by the Buyer no later than six (6) months after Closing; the Seller shall have no liability for Taxes after expiration of six (6) months from Closing.

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

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

  • Cooperation on Tax Matters (i) Buyer, the Company and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or Sellers, as the case may be, shall allow the other party to take possession of such books and records.

  • Federal Income Tax Matters The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder:

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