Filing Returns Sample Clauses

The "Filing Returns" clause outlines the responsibility of a party, typically the taxpayer, to prepare and submit required tax returns to the appropriate governmental authorities. This clause specifies deadlines, the types of returns that must be filed (such as income, sales, or payroll tax returns), and may require the provision of supporting documentation or copies to other parties involved. Its core practical function is to ensure compliance with tax laws and regulations, thereby reducing the risk of penalties, interest, or legal disputes arising from late or incomplete filings.
Filing Returns. (i) ADS shall prepare (or cause to be prepared) and file (or cause to be filed) for all taxable periods ending with or prior to the Deconsolidation Date all Consolidated Federal Income Tax Returns for ADS, the ADS Consolidated Group, the ADS Sub Group, the Intellesale Sub Group and all other consolidated, combined or unitary Tax Returns for such entities. Included as a Tax Return to be filed by ADS pursuant to the preceding sentence is the Consolidated Federal Income Tax Return of the ADS Consolidated Group for the year of the IPO, which will include all income and loss of ADS for such year and the income and loss of the Intellesale Sub Group for the portion of such year ending on the Deconsolidation Date. (ii) Intellesale shall be responsible for preparing and filing all Income Tax Returns required to be filed by or on behalf of the Intellesale Sub Group, for all taxable periods beginning after the Deconsolidation Date. (iii) Those Income Tax Returns of the Intellesale Sub Group which include any taxable period beginning before and ending after the Deconsolidation Date shall be prepared by Intellesale and filed by Intellesale on a basis which is consistent with the manner in which ADS or its Affiliates filed such Tax Returns in the past, unless a contrary treatment is required by law. (iv) The Intellesale Sub Group hereby irrevocably designates ADS as its agent (and the agent of all Intellesale Affiliates) for the purpose of taking any and all actions necessary or incidental to the filing of any Tax Return required to be filed by ADS pursuant to this Agreement or filing any amended Consolidated Federal Income Tax Return or Consolidated Non-Federal Tax Return in respect of any adjustment of Tax attributable to any period during which Intellesale was a member of the ADS Consolidated Group or any Consolidated Non-Federal Group. ADS shall fully inform Intellesale in writing, prior to taking such actions, of all actions to be taken on behalf of Intellesale. Intellesale shall provide ADS with a Power of Attorney in respect of the filing of such returns. Notwithstanding any indication to the contrary in this Section 2(b)(iv) or elsewhere in this Agreement, ADS shall not have the authority as agent for the Intellesale Sub Group (or any Intellesale Affiliate) or pursuant to the Power of Attorney to take a position with respect to a Tax Item, on a Tax Return required to be filed by ADS pursuant to this Agreement or any amended Consolidated Federal Income Tax Return...
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Filing Returns. (a) Parent shall prepare (or cause to be prepared) and file (or cause to be filed) for all taxable periods ending with or prior to the Distribution Date all consolidated Federal income tax returns for Parent, Parent Affiliates, Parent Group, and Sub and all other consolidated, combined or unitary tax returns required for such entities. (b) Sub shall be responsible for preparing and filing all income tax returns for itself for all taxable periods beginning after the Distribution Date. (c) Those income tax returns of Sub which include any taxable period beginning before and ending after the Distribution Date shall be prepared by Sub and filed by Sub on a basis which is consistent with the manner in which Parent Affiliates filed such tax returns in the past, unless a contrary treatment is required by law. (d) Sub hereby irrevocably designates Parent as its agent for the purpose of taking any and all actions necessary or incidental to the filing of any tax return required by law to be filed by Parent pursuant to this Agreement or filing any amended consolidated Federal income tax return in respect of any adjustment of tax attributable to any period during which Sub was a member of the Parent Group. Parent shall fully inform Sub in writing, prior to taking such actions, of all actions to be taken on behalf of Sub. Sub shall provide Parent with a Power of Attorney in respect of the filing of such returns. Notwithstanding any indication to the contrary in this Section 2.01(d) or elsewhere in this Agreement, Parent shall not have the authority as agent for Sub or pursuant to the Power of Attorney to take a position with respect to a Tax Item, that is inconsistent with the position taken in the past with respect to such Tax Item or that could reasonably be expected to adversely affect Sub with respect to tax returns filed after the Distribution Date or with respect to Sub's liability hereunder.
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Filing Returns. The Company shall prepare (or cause to be prepared) and file (or cause to be filed) the consolidated Federal income tax return of the Sealright Consolidated Group and all other consolidated, combined or unitary Tax Returns of the Company and any of its Tax Affiliates, which Tax Returns include East (and the business operations contained in East as of the Distribution Date), and shall report the operations of East (and the business operations contained in East as of the Distribution Date) in such Tax Returns for all taxable periods of East ending on or prior to the Distribution Date. East shall be responsible for preparing and filing all Tax Returns required to be filed on or on behalf of East or any of its Tax Affiliates, for all taxable periods ending after the Distribution Date. The Tax Returns to be filed by the Company or any of its Tax Affiliates (other than East), which include any taxable period beginning before and ending after the Distribution Date, shall be filed on a basis which is consistent with the manner in which the Company or its Tax Affiliates filed such Tax Returns in the past, unless a contrary treatment is required by law.
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Filing Returns. Each Party understands and agrees that: (a) The Parties may, but are not obligated to, file a joint return for any year that they are still married to each other on the last day of the year. The Party receiving the refund from a joint return, if any, will cooperate in providing the other Party with his or her one-half interest in the refund. (b) For any year in which the Parties are married for any portion of the year and in which the Parties file a non-joint return, each Party will report his or her individual income separately, claim only those deductions as specified in Paragraph 6 and 7, and claim only those withholding and estimated tax payments as specified in Paragraph 4 and 5 above. The Parties understand and agree to file non-joint returns on the same deduction basis for federal tax purposes: either both itemizing; or both taking the standard deduction. If the Parties do not file returns on the same basis, the decision of the Internal Revenue Service as to the proper deduction basis will be accepted by the Party assessed. (c) Each Party understands and agrees to not assert a position in the preparation and filing of their returns, whether singly or jointly with another, inconsistent with the terms and conditions of this Agreement.
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Filing Returns. The Parent is hereby authorized and directed, and hereby agrees, to prepare and timely file Consolidated and Combined Tax Returns for each Taxable Year during the term of this Agreement in accordance with the requirements of the Code and state statutes and the regulations promulgated thereunder. The Parent is also authorized and directed, and hereby agrees, to pay any Consolidated and Combined Tax Liabilities as determined in the Consolidated and Combined Tax Returns, subject to the obligation of the Group Agents, on behalf of their respective Groups, to pay amounts to the Parent in accordance with this Agreement. In any case where the Parent cannot, for any reason, file a Consolidated or Combined Return that includes a Group Member, such Group Member is hereby authorized and directed to file on its own behalf (or with any similar Group Member) such returns and reports as are necessary.
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Filing Returns. (a) Buyer shall cause the Company to prepare and timely file with the appropriate authorities all Tax Returns required to be filed for Tax periods ending after the Closing Date. (b) The Stockholders shall cause the Company to prepare and timely file with the appropriate authorities all Tax Returns required to be filed for Tax periods ending on or before the Closing Date, including Tax Returns for any Tax period ending on the Closing Date (referred to as "1997 Short Year Returns").
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Filing Returns. The Company will file a return each year with the U.S. Internal Revenue Service, and furnish a copy to each Shareholder, as required by Section 6031 of the U.S. Internal Revenue Code for foreign partnerships in which there are U.S. persons as partners.
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Filing Returns 
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Related to Filing Returns

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

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

  • 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).

  • Tax Returns Except as set forth on Schedule 3.6, (a) As of the Closing Date, the Seller has duly, timely and accurately filed or caused to be duly, timely, and accurately filed with the appropriate taxing jurisdictions, all Federal, state, local and foreign Tax Returns required to be filed, has timely paid or caused to be timely paid all Taxes as shown on such returns or on any assessment received by it to the extent that such Taxes have become due. All Tax Returns were correct and complete in all respects. The Seller is not the beneficiary of any extension of time within which to file any Tax Return. The Seller has not waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or penalty. (b) No audits or other administrative or court proceedings are pending or proposed with respect to the Seller that relate to Taxes. The Seller has never been a party to any audit, administrative or court proceeding that relate to Taxes. (c) No claim or assessment has been made by any taxing authority for unpaid Taxes against the Seller. There are no Tax Liens upon the assets of Seller, except for any Liens for personal property taxes not yet due and payable. (d) All Taxes due and payable by Seller on or before the Closing Date, for which neither filing of Tax Returns nor notice of deficiency or assessment is required, have been paid. (e) The Seller is not a party to or bound by (nor will it become a party to or bound by) any Tax indemnity, Tax sharing, or Tax allocation agreement of any kind. There are not outstanding powers of attorney executed on behalf of the Seller. (f) The Seller has never been a member of an affiliated group of corporations within the meaning of IRC Section 1504. (g) The Seller has not filed a consent pursuant to the collapsible corporation provisions of IRC Section 341(f) (or any corresponding provision of state or local law) or agreed to have IRC Section 341(f)(2) (or any corresponding provisions of state or local law) apply to any disposition of any asset owned by the Seller. (h) The Seller has not agreed to make nor is it required to make any adjustment under IRC Section 481(a) by reason of a change in accounting method or otherwise. (i) The Seller is not nor has ever been a United States real property holding company within the meaning of IRC Section 897. (j) There is no contract, agreement, plan, or arrangement covering any employee or former employee of the Seller that, individually or collectively, would give rise to a payment that would not be deductible by reason of IRC Section 280G. (k) Adequate accruals for Taxes have been made on the books of the Seller that will be reflected in the Seller's Financial Statements. (l) All Taxes required to be withheld by or on behalf of the Seller or with respect to the business or assets thereof have been withheld, and such withheld taxes have either been duly and timely paid to the proper Governmental Authorities or set aside in accounts for such purpose or accrued, reserved against and entered upon the books of the Seller. Notwithstanding anything to the contrary contained above, adjustments in claimed Net Operating Loss amounts that do not result in an adverse cash impact on the Seller shall not constitute a breach of any representation made in this Section 3.6.