Responsibility for Preparation and Filing of Tax Returns Sample Clauses

Responsibility for Preparation and Filing of Tax Returns. (a) Purchaser shall, and shall cause its Affiliates to, prepare and timely file, or cause to be prepared and timely filed, within applicable statutory limits, all Tax Returns (including any amendments thereto) due (including extensions) after the Closing Date with respect to (x) Tax Returns of the Conveyed Companies and (y) Tax Returns (other than Tax Returns for Income Taxes of the Asset Selling Entities) attributable to the ownership or operation of the Purchased Assets or the Business for any taxable period. Purchaser shall pay, or cause to be paid, all Taxes required by applicable Tax Law with respect to such Tax Returns; provided that Sellers shall pay to Purchaser or its designee, at least two (2) Business Days prior to the date any such Tax is due (taking into account valid extensions) to the applicable Taxing Authority (the "Due Date"), the amount for which Sellers are allocated pursuant to Section 6.1 or any Tax with respect to a Pre-Closing Period with respect to the taxable period covered by any such Tax Return. All such Tax Returns required to be filed by Purchaser or a Conveyed Company pursuant to this Section 6.2(a) shall be furnished by Purchaser to Sellers, for Sellers' review and approval (which approval shall not be unreasonably conditioned, delayed or withheld) at least thirty (30) days prior to the Due Date for filing such Tax Return. Purchaser shall revise such Tax Returns prior to filing to reflect any good faith comments of Sellers given to Purchaser within fifteen (15) days of Sellers' receipt of the draft Tax Return; provided, that in the event that the Tax Return's Due Date is within four (4) months after the Closing Date, then such time periods shall be reasonably reduced and the Parties shall act expeditiously so that the Tax Return may be filed on a timely basis; provided, further, that to the extent that Purchaser does not agree with Sellers' comments, the Parties shall endeavor in good faith to resolve such disagreement and, failing that, any such disagreement shall be resolved, consistent with the terms of this Agreement, pursuant to the procedures provided in Section 6.11. Unless otherwise consented to in writing by Sellers, which such consent shall be at the sole discretion of Sellers, all such Tax Returns (i) shall be prepared on a basis consistent with past practice, (ii) shall not include any change in any method of accounting and (iii) shall not include any Tax election that is inconsistent with past practice.
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Responsibility for Preparation and Filing of Tax Returns. 2.01 CONSOLIDATED RETURNS AMR shall prepare and file all Consolidated Returns which are required or, if AMR so chooses, permitted to be filed for all periods. AMR will advise SABRE in a timely manner of the SABRE Companies which will be included in a Consolidated Return to be filed by AMR pursuant to this Section 2.01, and (if applicable) the states or localities in which such returns will be filed. AMR will pay all Taxes shown as due on all Consolidated Returns. AMR shall, at its sole discretion, make all decisions relating to the preparation and filing of Consolidated Returns. Each eligible SABRE Company whose Tax items are includable any Consolidated Return shall execute its consent to be included in such Consolidated Return on any form as may be prescribed for such consent if such consent is requested. Each SABRE Company acknowledges that AMR, as the common parent of the AMR Affiliated Group, may under Treas. Reg. Section 1,1502-77(a) or similar provision of state,
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Responsibility for Preparation and Filing of Tax Returns. (a)Cougar Aviation shall prepare and timely file all Tax Returns of the Company and its Subsidiaries for any Pre-Closing Tax Periods (other than Tax Returns for any Straddle Period) that are required to be filed, taking into account any extensions, and shall pay all Taxes required to be paid with respect to such Tax Returns. With respect to any Tax Returns described in this Section 6.3(a) required to be filed after the Closing Date, Cougar Aviation shall (i) prepare such Tax Returns on a basis consistent with past practice, not include any change in any method of accounting, and not include any Tax election that is inconsistent with past practice, (ii) provide such Tax Returns to Purchasers for review and comment at least thirty (30) days prior to the due date for filing such Tax Returns and consider any such comments in good faith, and (iii) not file such Tax Returns without the prior written consent of Purchasers, which shall not be unreasonably withheld.
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Responsibility for Preparation and Filing of Tax Returns 
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Related to Responsibility for Preparation and Filing of 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.

  • 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.

  • Responsibility for Filing Tax Returns Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date. Buyer shall permit the Interest Owners to review and comment on each such Tax Return described in the preceding sentence prior to filing.

  • 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.

  • Preparation and Filing If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as practicable:

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

  • Responsibility for Taxes Regardless of any action the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:

  • Annual Tax Information and Report Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

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