Common use of Preparation and Filing of Certain Tax Forms Clause in Contracts

Preparation and Filing of Certain Tax Forms. The Buyer shall prepare and timely submit to Parent for signature and timely filing all Forms W-2, 940, 941 and 1099 with all appropriate Governmental Entities, including without limitation any summary schedules and transmittal forms, as well as any similar filings required by any state or local Governmental Entity, with respect to all wages and other reportable payments or any sales tax liability for the calendar year 2004 and for the partial year in 2005 ending on the Closing Date. As used herein, “Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality, domestic or foreign. The Buyer shall pay all administrative amounts owed as a result of or otherwise related to such filings with the exception of any tax, interest, or penalties associated with periods prior to the Closing. The Company will pay, on or before they become due, any employment taxes withheld by it which have not been previously paid. The Buyer, Parent and the Company shall cooperate in making all such filings and shall make available to the others such information as any of them requires to assure such filings are made on a timely and accurate basis.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc), Asset Purchase Agreement (Integrated Electrical Services Inc)

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Preparation and Filing of Certain Tax Forms. The Buyer shall prepare and timely submit to Parent for signature and timely filing all Forms W-2, 940, 941 and 1099 with all appropriate Governmental Entities, including without limitation any summary schedules and transmittal forms, as well as any similar filings required by any state or local Governmental Entity, with respect to all wages and other reportable payments or any sales tax liability for the calendar year 2004 and for the partial year in 2005 ending on the Closing Date. As used herein, "Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality, domestic or foreign. The Buyer shall pay all administrative amounts owed as a result of or otherwise related to such filings with the exception of any tax, interest, or penalties associated with periods prior to the Closing. The Company will pay, on or before they become due, any employment taxes withheld by it which have not been previously paid. The Buyer, Parent and the Company shall cooperate in making all such filings and shall make available to the others such information (subject to the provisions of applicable law) as any of them requires to assure such filings are made on a timely and accurate basis.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Preparation and Filing of Certain Tax Forms. The Buyer shall prepare and timely submit to Parent for signature execution and filing on a timely filing basis all Forms W-2, 940, 941 and 1099 with all appropriate Governmental Entities, including without limitation any summary schedules and transmittal forms, as well as any similar filings required by any state or local Governmental Entity, with respect to all wages and other reportable payments or any sales tax liability for the calendar year 2004 and for the partial year in 2005 ending on the Closing Date. As used herein, “Governmental Entity” "GOVERNMENTAL ENTITY" means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality, domestic or foreign. The Buyer shall pay all administrative amounts owed as a result of or otherwise related to such filings with the exception of any tax, interest, or penalties associated with periods prior to the Closing. The Company will pay, on or before they become due, any employment taxes withheld by it (including, without limitation income taxes withheld on employee wages) which have not been previously paid. The Buyer, Parent and the Company shall cooperate in making all such filings and shall make available to the others such information as any of them requires to assure such filings are made on a timely and accurate basis.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Preparation and Filing of Certain Tax Forms. The Buyer shall prepare and timely submit to Parent for signature and timely filing all Forms W-2, 940, 941 and 1099 with all appropriate Governmental Entities, including without limitation any summary schedules and transmittal forms, as well as any similar filings required by any state or local Governmental Entity, with respect to all wages and other reportable payments or any sales tax liability for the calendar year 2004 and for the partial year in 2005 ending on the Closing Date. As used herein, “Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality, domestic or foreign. The Buyer shall pay all administrative amounts owed as a result of or otherwise related to such filings with the exception of any tax, interest, or penalties associated with periods prior to the Closing. The Company will pay, on or before they become due, any employment taxes withheld by it which have not been previously paid. The Buyer, Parent and the Company shall cooperate in making all such filings and shall make available to the others such information as any of them requires to assure such filings are made on a timely and accurate basis.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Preparation and Filing of Certain Tax Forms. The Buyer shall prepare and timely submit to Parent for signature and timely filing all Forms W-2, 940, 941 and 1099 with all appropriate Governmental Entities, including without limitation any summary schedules and transmittal forms, as well as any similar filings required by any state or local Governmental Entity, with respect to all wages and other reportable payments or any sales tax liability for the calendar year 2004 and for the partial year in 2005 ending on the Closing Date. As used herein, “Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality, domestic or foreign. The Buyer shall pay all administrative amounts owed as a result of or otherwise related to such filings with the exception of any tax, interest, or penalties associated with periods prior to the Closing. The Company will pay, on or before they become due, any employment taxes withheld by it which have not been previously paid. The Buyer, Parent and the Company shall cooperate in making all such filings and shall make available to the others such information (subject to the provisions of applicable law) as any of them requires to assure such filings are made on a timely and accurate basis.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

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Preparation and Filing of Certain Tax Forms. The Buyer shall prepare and timely submit to Parent for signature and timely filing all Forms W-2, 940, 941 and 1099 with all appropriate Governmental Entities, including without limitation any summary schedules and transmittal forms, as well as any similar filings required by any state or local Governmental Entity, with respect to all wages and other reportable payments or any sales tax liability for the calendar year 2004 and for the partial year in 2005 ending on the Closing Date. As used herein, “Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality, domestic or foreign. The Buyer shall pay all administrative amounts owed as a result of or otherwise related to such filings with the exception of any tax, interest, or penalties associated with periods prior to the Closing. The Company will pay, on or before they become due, any employment taxes withheld by it which have not been previously paid. The Buyer, Parent and the Company shall cooperate in making all such filings and shall make available to the others such information (subject to the provisions of applicable law) as any of them requires to assure such filings are made on a timely and accurate basis.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Preparation and Filing of Certain Tax Forms. The Buyer shall prepare and timely submit to Parent for signature and timely filing all Forms W-2, 940, 941 and 1099 with all appropriate Governmental Entities, including without limitation any summary schedules and transmittal forms, as well as any similar filings required by any state or local Governmental Entity, with respect to all wages and other reportable payments or any sales tax liability liabilities for the calendar year 2004 and for the partial year in 2005 ending on the Closing Date. As used herein, “Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality, domestic or foreign. The Buyer shall pay all administrative amounts owed as a result of or otherwise related to such filings with the exception of any tax, interest, or penalties associated with periods prior to the Closing. The Company will pay, on or before they become due, any employment taxes withheld by it which have not been previously paid. The Buyer, Parent and the Company shall cooperate in making all such filings and shall make available to the others such information as any of them requires to assure such filings are made on a timely and accurate basis.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

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