Preparation of Tax Returns for Pre-Closing Periods Sample Clauses

Preparation of Tax Returns for Pre-Closing Periods. The Majority -------------------------------------------------- Stockholders shall be responsible for preparing all tax returns due after the Closing Date relating to periods ending before the Closing Date, at the Company's expense.
Sample 1
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Preparation of Tax Returns for Pre-Closing Periods. The Shareholders' Representative shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company and ARA for any Pre-Closing Period. In the case of any Tax Return of the Company or ARA for any Pre-Closing Period, Buyer shall (i) cause an officer of the Company or ARA, as the case may be, to sign such Tax Return, or (ii) duly and lawfully appoint a Person designated by the Shareholders' Representative as an officer of the Company or ARA, as the case may be, for purposes of signing such Tax Return. Shareholders' Representative shall provide to Buyer a copy of any Tax Return for a Pre-Closing Period no later than 30 days before the due date (including extensions) for filing such Tax Return for Buyer's review and consent, which consent shall not unreasonably be withheld (provided, however, that any position consistent with past practice shall be reasonable for these purposes).
Sample 1
Preparation of Tax Returns for Pre-Closing Periods. The --------------------------------------------------- Shareholders Representative (which for purposes of this Section 4.11 shall be deemed to be Xxxxxx X. Xxxxxx) shall, at the Shareholders' expense, be responsible for preparing a draft of all tax returns due after the Closing Date relating to periods ending on or before the Closing Date ("Draft Tax Returns"). The Shareholders Representative shall (i) in respect of the Draft Tax Returns, determine the income, gain, expenses, losses, deductions and credits of the Company in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, losses, deductions and credits under the Company's normal method of accounting pursuant to Treas. Reg. Section 1.1362- 3(b)(3) and (a) and (ii) prepare such returns in a manner consistent with prior years. The Parent shall cause the Company to provide the Shareholders Representative and his accountants full access to the books, records, facilities and employees of the Company and shall cooperate fully with the Shareholders Representative's accountants, in each case to the extent required by the Shareholders Representative's accountants, in order to prepare the Draft Tax Returns; provided, however, that (A) such review shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company and (B) the Parent shall not be required to supply the Shareholders Representative with any information which the Parent shall be under a legal obligation not to supply, so long as the Parent provides the Shareholders Representative with a detailed written explanation as to why it is under a legal obligation not to supply such information. As soon as practicable after the Draft Tax Returns are prepared, but in any event within 75 calendar days prior to the due date of such returns, as such due date may be extended, the Shareholders Representative shall provide the Parent the Draft Tax Returns and the work papers relating to the same for the Company's and the Parent's accountants' review. Within 15 calendar days of the receipt by the Parent of the Draft Tax Returns, the Parent's accountants shall provide to the Parent, with a copy to the Shareholders Representative, a report indicating their agreement or objections to the Draft Tax Returns. Any such objections shall be set forth in reasonable detail in a report (the "Parent's Tax Return Report") that shall indicate the grounds upon which the Parent's accoun...
Sample 1

Related to Preparation of Tax Returns for Pre-Closing Periods

  • 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.

  • 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 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.

  • Tax Returns and Elections The Company shall cause to be prepared and timely filed all federal, state and local income tax returns or other returns or statements required by applicable law. As soon as reasonably practicable after the end of each fiscal year of the Company, the Company shall cause to be prepared and delivered to the Member all information with respect to the Company necessary for the Member’s federal and state income tax returns.

  • 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.

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • 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.

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

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

  • Tax Returns and Payments Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

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