Payment of Taxes; Preparation and Filing of Tax Returns Sample Clauses

Payment of Taxes; Preparation and Filing of Tax Returns. (a) The Seller shall be responsible for payment of the following Taxes (or the non-payment thereof):
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Payment of Taxes; Preparation and Filing of Tax Returns. In the event that a deficiency is finally determined in the amount of Federal or state or local tax payable by any Corporation, which deficiency relates to periods ending on or before the Effective Date, then, in that event, Stockholder agrees to be responsible for the payment of, and shall pay, promptly upon final determination that such payment is due, such deficiency and any interest and penalties thereon. In the event that a tax refund is received, which tax refund relates to periods ending on or before the Closing Date, then, in that event, Stockholder shall be entitled to such tax refund and the Buyer agrees to have the applicable Corporation endorse and deliver such tax refund to Stockholder promptly upon receipt thereof. Stockholder agrees that the Buyer shall not be liable for any income taxes (and associated interest and penalties), net of tax benefits received, of any of the Corporations payable or incurred by any such Corporation through the Effective Date. Stockholder shall be responsible for preparing, filing and paying taxes due on the Form 1120 to be filed for the tax year period ended March 31, 2009, and for the short period between April 1, 2009 and the Effective Date, and each Corporation shall be responsible for preparing, filing and paying taxes due on the Form 1120 to be filed for the short period from the Effective Date through March 31, 2010. The Buyer and Stockholder will cooperate fully, and to the extent reasonably requested by the other party, in connection with the filing of tax returns, and any audit, litigation, or other proceeding with respect to the corporate taxes. Buyer will not, without Stockholder’s prior written consent, amend any tax returns of any of the Corporations for any periods prior to the Effective Date, including the Form 1120 to be filed for the tax year ended March 31, 2009, and for the short period between April 1, 2009 and the Effective Date (“Prior Period Tax Returns”). If Buyer files any amendments to Prior Period Tax Returns without the prior written consent of the Stockholder, then Buyer shall be responsible for any and all costs and expenses relating thereto, including costs of defending any audit, litigation, or other proceedings with respect to the taxes, and the costs of paying any additional taxes or assessments (including penalties and interest) relating to such amended tax returns, and hereby agrees to indemnify Stockholder from and against all liability, and attorney’s fees with respect to suc...
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Related to Payment of Taxes; Preparation and Filing of Tax Returns

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Preparation and Filing of Tax Returns (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

  • 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).

  • Preparation of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Payment of Taxes and Assessments The Mortgagor will pay when due and before any penalty attaches, all general and special taxes, assessments, water charges, sewer charges, and other fees, taxes, charges and assessments of every kind and nature whatsoever (all herein generally called “Taxes”), whether or not assessed against the Mortgagor, if applicable to the Premises or any interest therein, or the Indebtedness, or any obligation or agreement secured hereby, subject to the Mortgagor’s right to contest the same, as provided by the terms hereof; and the Mortgagor will, upon written request, furnish to the Lender duplicate receipts therefor within 10 days after the Lender’s request.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Availability of Tax Returns The Company has made available to Parent complete and accurate copies of all federal, state, local and foreign income, franchise and other material Tax Returns filed by or on behalf of the Company or its Subsidiaries for any Tax period ending after December 31, 2011.

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