Income Tax Returns. Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.
Income Tax Returns. The General Partner shall cause income tax returns for the Partnership to be prepared and filed with the appropriate authorities. Within ninety (90) days after the close of each fiscal year of the Partnership, the General Partner shall send to each person who was a Partner at any time during such fiscal year such information as will be sufficient to prepare documents which may be required to be filed under federal income tax laws.
Income Tax Returns. The Borrower has no knowledge of any pending assessments or adjustments of its income tax for any year.
Income Tax Returns. The Company and each entity owned or controlled, directly or indirectly by the Company or in which it has a fifty percent (50%) or greater interest (each, a “Subsidiary”) has filed all federal and state income tax returns which are required to be filed, and have paid, or made provision for the payment of, all taxes which have become due pursuant to said returns or pursuant to any assessment received by the Company or any Subsidiary, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The Company has no knowledge of any pending assessments or adjustments of the income tax payable of the Company or its Subsidiaries with respect to any year.
Income Tax Returns. Within 45 days after the end of each taxable year, the Company will use its best efforts to send each of the Members all information necessary for the Members to complete their federal and state tax information, returns, and reports and a copy of the Company’s federal, state, and local tax information or income tax returns and reports for such year.
Income Tax Returns. The Principal Paying Agent will deliver to each Offered Noteholder such information as may be reasonably required to enable such Offered Noteholder to prepare its federal and state income tax returns.
Income Tax Returns. Except as otherwise disclosed to Administrative Agent in a writing referring to this Section 7.11, Borrower has no knowledge of any pending assessments or adjustments of the income tax of Borrower or Guarantor in an amount in excess $500,000 for any year, individually or in the aggregate.
Income Tax Returns. The federal income returns filed by the Executive shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. The Executive shall make proper payment of the amount of any Excise Tax that has not been withheld by the Company, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his or her federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing the proper reporting of the Gross-Up Payment and any Excise Tax due. If prior to the filing of the Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive shall within five (5) business days of such determination pay to the Company the amount of such reduction.
Income Tax Returns. Following the Closing, the Seller shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for the Target Companies for all Pre-Closing Tax Periods that are not filed on or before the Closing Date and shall pay or cause to be paid all Taxes shown as due thereon. Buyer and the Target Companies shall cooperate with the Seller in preparing and filing such Tax Returns, including providing records and information which are reasonably relevant to such Tax Returns (in a manner and time following the end of the relevant Tax period consistent with past practice), making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided, and signing and delivering to the Seller for filing any Tax Returns prepared in accordance with this Section 7.09 that are required to be signed by Buyer or any Target Company. Buyer and the Seller agree that such Tax Returns shall, to the maximum extent permitted by applicable Law, include as an Income Tax deduction on or before the Closing Date (x) the amount of any Transaction Expenses (to the extent such amounts are deductible, taking into account the safe harbor contained in IRS Revenue Procedure 2011-29), (y) the payment of any item reflected in Indebtedness, and (z) the amount of any deferred financing fees written off in connection with the transactions contemplated hereby (collectively with clauses (x) and (y), the “Transaction Tax Deductions”); provided, however, that, in the event that such Transaction Tax Deductions (i) are deductible for federal Income Tax purposes by the Buyer (or as applicable, any of its Affiliates) and (ii) are required to be deferred to a date after the Closing Date as a result of any Tax audit or other Tax proceeding or otherwise, Buyer shall pay an additional amount to the Seller equal to the amount of such Transaction Tax Deductions multiplied by 35%, when such Transaction Tax Deductions are actually realized and received by the Buyer (or any of its Affiliates) in cash or cash equivalents (taking into account such Transaction Tax Deductions only after taking into account any and all other items of income, gain, loss, deduction or credit).
Income Tax Returns. Subject to having received all documents which it is entitled to receive under Clause 12.9, the Principal Paying Agent will, on request by a US$ Noteholder, deliver to that US$ Noteholder such information as may be reasonably required to enable such US$ Noteholder to prepare its income tax returns.
