Filing of Pre-Closing Tax Returns Sample Clauses

Filing of Pre-Closing Tax Returns. Seller, at Seller’s expense, shall prepare or cause to be prepared and Buyer shall file, or cause to be filed, all Tax Returns of the Acquired Companies for all taxable periods ending on or prior to the Closing Date (each, a “Pre-Closing Tax Return”). All Pre-Closing Tax Returns shall be prepared in accordance with applicable law, and to the extent not inconsistent with applicable law, the past practice of Seller, Holdings and their Subsidiaries in preparing Tax Returns. Seller shall provide Buyer with each Pre-Closing Tax Return no later than thirty (30) days prior to the due date for such Pre-Closing Tax Return (taking into account applicable extensions of time to file) for Buyer’s review and comment. The Seller shall consider all of Buyer’s comments in good faith and attempt in good faith to resolve all their differences, provided, however, that Seller shall control the valuation of RetainCo, provided Seller utilizes a reasonable application of a reasonable valuation method in establishing such value. Neither Buyer nor the Acquired Companies shall (nor shall they cause any Affiliate to) make any election under Code Sections 338 and 336(e) (or any similar provision under state, local or non-U.S. law) with respect to the transactions contemplated by this Agreement or make or change any tax election with respect to a Pre-Closing Tax Period or Straddle Period or take any other action (including but not limited to filing any amended Tax Return) which could result in a liability in respect of Taxes for which Seller or its Affiliates is liable without the prior written consent of Seller.
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Filing of Pre-Closing Tax Returns. The Majority Owner shall cause to be prepared, and timely file or cause to be timely filed, all Tax Returns of the Company required to be filed on or after the Closing Date for the Pre-Closing Tax Period (“Owner Prepared Returns”). All Owner Prepared Returns shall be prepared on a basis consistent with past practice except to the extent Majority Owner determines is otherwise required by Law and Majority Owner shall deliver a copy of all such Tax Returns to Hightimes, together with all supporting documentation and workpapers, no later than 30 days before their respective due dates (with extension) (other than Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of a Tax period) for Hightimes’ review and approval, which shall not be unreasonably withheld, delayed, or conditioned. Hightimes will (and will cause the Surviving Corporation to) cooperate with Majority Owner to enable Majority Owner to prepare and file all Tax Returns for the Pre-Closing Tax Period. Such cooperation may include providing access to books and records and accounting staff. For the avoidance of doubt, the Surviving Corporation will be responsible for filing the Owner Prepared Returns on behalf of the Majority Owner.
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Filing of Pre-Closing Tax Returns. Owner shall cause to be prepared, and timely file or cause to be timely filed, all Tax Returns of the Company required to be filed on or after the Closing Date for the Pre-Closing Tax Period (“Owner Prepared Returns”). All Owner Prepared Returns shall be prepared on a basis consistent with past practice except to the extent Owner determines is otherwise required by Law and Owner shall deliver a copy of all such Tax Returns to Hightimes, together with all supporting documentation and workpapers, no later than 30 days before their respective due dates (with extension) (other than Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of a Tax period) for Hightimes’ review and approval, which shall not be unreasonably withheld, delayed, or conditioned. Hightimes will (and will cause the Surviving Corporation to) cooperate with Owner to enable Owner to prepare and file all Tax Returns for the Pre-Closing Tax Period. Such cooperation may include providing access to books and records and accounting staff. For the avoidance of doubt, the Surviving Corporation will be responsible for filing the Owner Prepared Returns on behalf of the Owner.
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Related to Filing of Pre-Closing Tax Returns

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • 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.

  • 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).

  • 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.

  • Filing of Returns The parties agree that, unless required by the tax authorities, the Depositor, on behalf of the Issuer, will file or cause to be filed annual or other returns, reports and other forms consistent with the characterizations described in Section 2.11(a) and the first sentence of Section 2.11(b).

  • Responsibility for Filing Tax Returns Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date. Buyer shall permit the Interest Owners to review and comment on each such Tax Return described in the preceding sentence prior to filing.

  • Filing of Reports Title Company shall be solely responsible for the timely filing of any reports or returns required pursuant to the provisions of Section 6045(e) of the Internal Revenue Code of 1986 (and any similar reports or returns required under any state or local laws) in connection with the closing of the transaction contemplated in this Agreement.

  • Pre-Closing Actions 4.1. Between the Completion Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Seller shall:

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

  • Filing of Financing Statements The Depositor will file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices necessary to perfect the Issuer’s interest in the Sold Property. The Depositor will promptly deliver to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

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