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).
Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles (“GAAP”) have been created with respect thereto or as would not be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
Filing of Tax Returns. The General Partner shall prepare and file, or cause the accountants of the Partnership to prepare and file, a U.S. federal information tax return in compliance with Section 6031 of the Code and any required state, local and foreign income tax and information returns for each tax year of the Partnership.
Filing of Tax Returns. (a) The Seller or its Affiliates shall prepare all Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries for any taxable periods ending on or before the Closing Date and file such Income Tax Returns required to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement n...
Filing of Tax Returns. The Managing Member shall prepare and file, or cause the accountants of the Company to prepare and file, a federal information tax return in compliance with Section 6031 of the Code, and any required state and local income tax and information returns for each tax year of the Company.
Filing of Tax Returns. Timely file all material Tax Returns required by applicable Requirements of Law to be filed by it.
Filing of Tax Returns. The Company has duly and timely filed (in accordance with any extensions duly granted by the appropriate governmental agency, if applicable) with the appropriate governmental agencies all Tax Returns and reports required to be filed with the United States or any state or any political subdivision thereof or any foreign jurisdiction. All such Tax Returns or reports are complete and accurate in all material respects and properly reflect the taxes of the Company for the periods covered thereby.
Filing of Tax Returns. Acquiror has duly and timely filed (in accordance with any extensions duly granted by the appropriate governmental agency, if applicable) with the appropriate governmental agencies all Tax Returns and reports required to be filed by the United States or any state or any political subdivision thereof or any foreign jurisdiction. All such tax returns or reports are complete and accurate and properly reflect the taxes of Acquiror, as the case may be, for the periods covered thereby.
Filing of Tax Returns. APP has duly and timely filed (in accordance with any extensions duly granted by the appropriate governmental agency, if applicable) with the appropriate governmental agencies all Tax Returns and reports required to be filed with the United States or any state or any political subdivision thereof or any foreign jurisdiction. All such Tax Returns or reports are complete and accurate in all material respects and properly reflect the taxes of APP for the periods covered thereby.
Filing of Tax Returns. The Appropriate Officers shall prepare and file, or cause the Company’s accountants to prepare and file, a federal information tax return and any required state and local income tax and information returns for each taxable year of the Company. The Managers have sole and absolute discretion as to whether or not to prepare and file (or cause its accountants to prepare and file) composite, group or similar state, local and foreign tax returns on behalf of the Members where and to the extent permissible under applicable law. Each Member hereby agrees to execute any relevant documents (including a power of attorney authorizing such a filing), to furnish any relevant information and otherwise to do anything necessary in order to facilitate any such composite, group or similar filing. Any taxes paid by the Company in connection with any such composite, group or similar filing shall be treated as an advance to the relevant Members (with interest being charged thereon) and shall be recouped by the Company out of any distributions subsequently made to such relevant Members. Such advances may be funded by Company borrowing. Both the deduction for interest payable by the Company with respect to any such borrowing, and the corresponding income from interest received by the Company from the relevant Members, shall be specifically allocated to such Members.
