Final Tax Returns and Forms 1099 of the Acquired Fund -----------------------------------------------------
Final Tax Returns. Following the Effective Time, FCB will make all necessary arrangements for the 1st Financial Companies' final federal and state income tax returns for the year in which the Effective Time occurs to be prepared and filed.
Final Tax Returns. Newco shall timely prepare and file all federal, state and other income tax returns required to be filed by HealthAxis or its subsidiaries for the period from January 1, 2000 through the Closing Date, and HAI shall fully cooperate with the Newco Corporation with respect thereto.
Final Tax Returns. Sellers shall prepare or cause to be prepared and file or cause to be filed, at Sellers' expense, all tax returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Sellers shall permit Purchaser to review and comment on each such tax return described in the preceding sentence prior to filing. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax item for such periods on their tax returns in a manner consistent with the Schedule K-1s prepared by Sellers for such periods. Such tax returns shall be prepared assuming the accounting method change application referred to in Section 9.1.11 is approved by the IRS. Neither the Purchaser nor the Company shall amend or cause to be amended any tax return of the Company for any period ending on or prior to the Closing Date, except where such amendment is required or compelled by any applicable law, regulation, court or administrative agency, or as otherwise mutually agreed between Sellers and Purchaser.
Final Tax Returns. The Shareholders agree to cause to be prepared, signed and filed with the Internal Revenue Service and with any other appropriate taxing authorities all tax returns for TexStar for all periods ending prior to or with the Effective Date. This covenant shall survive the consummation of the transactions contemplated in this Agreement.
Final Tax Returns. Target shall prepare its final income tax return at its own expense subject to Acquiror’s prior written approval.
Final Tax Returns. Parent shall cause the Surviving Corporation to timely prepare and file all Federal, state and local income tax returns required to be filed by the Surviving Corporation for all tax periods ending on or including the Closing Date, and each of the parties shall fully cooperate with Parent with respect thereto.
Final Tax Returns. The Signatory Shareholders shall arrange for the timely filing of all federal and state income tax returns for periods ending through the Closing Date and shall deliver a copy of each such return to the Purchaser at least 45 days prior to the due date for the filing of such return (including applicable extensions) for the review and approval of the Purchaser, which approval shall not be unreasonably withheld. The Signatory Shareholders shall select the accountants responsible for the preparation of such returns, which accountants are to be reasonably acceptable to the Purchaser. The Signatory Shareholders shall be responsible for the costs of preparing such returns, and such returns shall be prepared in a manner consistent with all prior such returns. Purchaser shall cooperate with the Signatory Shareholders and their accountants in providing access to all books, records, and other information reasonably required to prepare such returns. If the Purchaser objects to an item or items in a tax return submitted for approval, it will notify the Signatory Shareholders of such a disagreement in writing within ten days after the receipt of such return (the "Return Notice"). If the parties cannot reach agreement within ten days after the Signatory Shareholders receive the Return Notice the issue shall be submitted to Xxxxxx Xxxxxxxx LLP for its review, and the decision of Xxxxxx Xxxxxxxx LLP as to the correct reporting of the item shall be final and conclusive and the tax return shall be filed consistently with that decision; provided, however, that if the Xxxxxx Xxxxxxxx LLP position has a negative financial impact on Signatory Shareholders, Signatory Shareholders can require Xxxxxx Xxxxxxxx LLP and Signatory Shareholders' accountant to choose a mutually agreeable third independent accountant whose decision will be binding on the parties.
Final Tax Returns. FB and each Subsidiary, under the direction and control of the Sellers’ Representative, shall prepare and file, in each case at Sellers’ expense and in a manner consistent with past practice, all Tax Returns required to be filed by it for any Tax period ending on or prior to the Closing Date, and the Sellers shall pay all Taxes reflected thereon, to the extent that such Taxes are not reflected as a reduction in the final Post-Closing Adjustment Statement. The Tax Returns will be signed by an officer of FB or of a Subsidiary, as applicable. Within at least ten (10) days prior to filing, Sellers’ Representative shall provide the Purchasers with copies of all such Tax Returns for its review and consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any such Tax Returns under this Section 5.04(b) and the payment of Taxes reflected thereon shall be prepared on the basis of an election filed under subsection 256(9) to have the taxation year end associated with the acquisition of control of FB occur at 9:03 a.m. (Houston, Texas time) on the Closing Date following the Intangibles Purchase and the Distribution, such that the tax consequences of the Intangibles Purchase and the Distribution shall be reflected as having occurred in the Tax Returns for FB under this Section 5.04(b) for the Tax period ending at 9:03 a.m. on the acquisition of control of FB.
Final Tax Returns. The Shareholders shall, on a timely basis and at their expense, cause the preparation and filing of the final income tax returns (federal and state) of the Company for the period ending on the Closing Date. Such tax returns shall include, as appropriate, the sale of the accounts receivable as provided in Article III of this Agreement. The Shareholders shall provide the Buyer with copies of its proposed tax returns at least 15 days before the respective filing due dates, with extensions, for the Buyer's review and comments.
