Other Tax Returns Clause Samples
The "Other Tax Returns" clause defines the responsibilities of the parties regarding the preparation, filing, and handling of tax returns that are not specifically addressed elsewhere in the agreement. Typically, this clause clarifies which party is responsible for filing certain types of tax returns, such as local, state, or specialized tax filings, and may outline procedures for cooperation or information sharing between the parties. Its core practical function is to ensure that all tax obligations are properly managed and that there is no confusion or dispute over who is responsible for filing and paying various taxes, thereby reducing the risk of non-compliance or penalties.
Other Tax Returns. Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.
Other Tax Returns. The Purchaser shall be entitled to prepare and file or cause to be prepared and filed all Tax Returns of the Company and its Subsidiaries for any taxable period ending on or prior to the Closing Date that are due after the Closing Date (including any Straddle Tax Period Tax Returns and taking account of extensions of time to file Tax Returns) (“Purchaser Prepared Tax Returns”), other than Flow-Through Income Tax Returns that are prepared by Seller pursuant to Section 5.9(a). Each Purchaser Prepared Tax Return shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Purchaser shall provide the Seller with a copy of each such Purchaser Prepared Tax Return that includes Pre-Closing Taxes for which the Seller is liable under this Agreement, for its review, comment, and approval, no later than thirty (30) days (or, in the case of a Purchaser Prepared Tax Return that is not an income Tax Return, no later than seven (7) days) prior to the due date for filing such Tax Return, provided that if any such Tax Return is due less than thirty (30) days (or less than seven (7) days, in the case of a Tax Return that is not an income Tax Return) after the Closing, then the Purchaser shall deliver a draft of such Tax Return as soon as practicable after the Closing; provided that failure to so deliver any such Tax Return shall not affect any liability of the Seller for Taxes pursuant to this Agreement. The Seller and the Purchaser shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Purchaser Prepared Tax Return and, if they are unable to do so, the disputed items shall be submitted to a nationally recognized accounting firm for resolution (within a reasonable time, taking into account the deadline for filing such Tax Return), which such resolution shall be final and binding on the parties.
Other Tax Returns. WPX shall prepare and file all Tax Returns that are required to be filed by or with respect to WPX or any of its direct or indirect subsidiaries, other than those Tax Returns described in Section 2.1(a) above, and shall pay any Taxes payable with respect to such Tax Returns. At the discretion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ may assist in the preparation of such Tax Returns as may be requested by WPX, but shall have no obligation to pay any related Taxes.
Other Tax Returns. Subject to Section 7.01, the Member shall cause to be prepared and filed all necessary tax returns for the Company.
Other Tax Returns. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies and their Subsidiaries that are filed after the Closing Date (other than Tax Returns with respect to periods described in Section 8.1(a)) and, subject to the right to payment from GEC under the next sentence, Purchaser shall pay all Taxes shown as due on those Tax Returns. Not later than two (2) days prior to the filing of any such Tax Returns, GEC shall pay to Purchaser the amount of Taxes owed by GEC pursuant to the provisions of Section 8.1(a).
Other Tax Returns. All Tax Returns of any member of the ▇▇▇▇▇▇▇ Group or the Midas Group, other than (1) the consolidated U.S. federal income tax returns, (2) the State of Illinois corporate income tax returns and (3) the corporate income tax, the capital duty tax and the withholding tax returns filed in the Netherlands, required to be filed for periods beginning on or before the Distribution Date shall be filed by the member of the ▇▇▇▇▇▇▇ Group or the Midas Group, as the case may be, which filed the corresponding Tax Return for the most recent period for which such a Tax Return has been filed, or, if no such corresponding Tax Return has been filed, by the appropriate member in accordance with local law or custom.
Other Tax Returns. If any adjustment is made by any Tax Authority with respect to any Tax Return (other than those included in Section 3.01(a) and (b)) of Viad (or any member of the Viad Group) in which any member of the Newco Group is included for taxable periods beginning before the Distribution Date, then to the extent that such adjustment either increases the taxable income, reduces the taxable loss, decreases the tax credits or otherwise adjusts any Tax Item reflected on such Tax Return, the Tax liability of the Newco Group shall be redetermined in accordance with the principles of this Agreement (including, without limitation, Article II) taking into account such adjustment. If such redetermination results in a greater Tax liability for any period for Newco or any member of the Newco Group, Newco and each other member of the Newco Group shall be liable for such increases in Taxes (unless there is an offsetting Tax Benefit to Viad, in which case the Tax Benefit will be netted against the increase in Tax if such Tax Benefit is realized in the same year and otherwise will be paid if, as and when realized). If any member of the Newco Group shall have any liability as a result of this Section 3.01(c), Newco shall pay to Viad, hold Viad harmless and indemnify Viad for any such Tax liability, costs and attorneys fees, and the amount thereof shall be paid by Newco to Viad within thirty (30) days of the receipt by Newco of written notice of such liability, together with a computation of the amount due and supporting documentation in such detail as Newco may reasonably request to verify the computation of the amount due. Any such required payment not made within such thirty (30) day period shall thereafter bear interest until paid at the then most recently published Underpayment Rate.
Other Tax Returns. The Subsidiaries shall timely prepare and file, or cause to be timely prepared and filed, all appropriate Tax Returns relating to all Taxes attributable to the Subsidiaries’ business other than those described in sections 2.01 and 2.02 herein.
Other Tax Returns. All tax reports or returns for Pre-Spinoff Periods not covered by Section 2.1 and all tax reports or returns for Post-Spinoff Periods shall be prepared and filed by ATL for the ATL Group and by Odetics for the Odetics Group unless otherwise mutually agreed to by them.
Other Tax Returns. The parties and their respective subsidiaries shall timely prepare and file Tax Returns (other than Controlled Returns) in those jurisdictions in which they are required to do so in a manner consistent with past practice. Taxes for any Return filed by one of the Companies pursuant to this section shall be paid or caused to be paid by the party responsible under this section for filing such return. The Tax Administrators shall have the right to approve any Tax returns filed pursuant to this section with regard to such filing.