Returns and Payments Sample Clauses

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns relating to the Companies and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Tax Returns of the Companies and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Companies and the Subsidiaries (except to the extent counsel for Seller or the Companies renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by Purchaser or Seller with respect to the Companies and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior the filing of such Tax Return.
Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns that relate to the Transferred Companies that are due on or before the Closing Date. The Transferred Companies shall remit or cause to be remitted all Taxes due in respect of such Tax Returns. Seller shall (i) except as otherwise provided in Section 5.13, cause such Tax Returns to be prepared and filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including positions which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Seller is liable), except as required by Law and (ii) make a reasonable attempt to submit such Tax Returns to Buyer not later than 30 days prior to the due date for filing such Tax Returns but in no event less than seven days prior to the due date for filing such Tax Returns for review and approval by Buyer, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns are not prepared in accordance with clause (i) of this sentence.
Returns and Payments. Target has filed all Tax Returns that it was required to file. All such Tax Returns are correct and complete in all respects. All Taxes owed by Target (whether or not shown on any Tax Return) have been paid. Target currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where Target does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no liens, encumbrances, or charges against any of the assets of Target that arose in connection with any failure (or alleged failure) to pay any Tax.
Returns and Payments. 6.1 Information required from members for the completion of tax returns (including estimated payments, extensions of time, and other required filings) shall be provided by each member according to the schedule reasonably determined by Parent. Payments of tax or liabilities allocated hereunder shall be made at the time and in the manner reasonably determined by Parent. Settlements of tax payments or refunds hereunder may at the reasonable discretion of Parent be made on an estimated basis, but final settlement for any return filed shall be made no later than 30 days after such return is filed except that, where a refund is due from the Government to the Parent, payment by the parent to the appropriate member shall be made within 5 business days of the receipt of the refund. Parent may, in the interest of convenience, net payments due to and from a member or make payment to a member's direct or indirect parent, which shall then promptly make payment to the appropriate member. All payments shall be made in immediately available funds.
Returns and Payments. (a) Seller shall prepare and file in a timely manner all Tax Returns relating to the Company that are due on or before the Closing Date and all income Tax Returns for Tax years of the Company ended on or before the Closing Date regardless of whether such income Tax Returns are filed before or after the Closing Date. Seller shall pay in a timely manner all Taxes that are due with respect to such Tax Returns. Such Tax Returns shall be prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between the Tax periods covered by such Tax Returns and subsequent Tax periods. Buyer shall have the right to review such Tax Returns insofar as they pertain to the Company for fifteen (15) days prior to the filing of such Tax Returns, and Seller agrees to discuss with Buyer in good faith the items reflected on such Tax Return and any adjustments reasonably requested by Buyer.
Returns and Payments. Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns required to be filed by or with respect to the Company or USIS for a Pre-Closing Tax Period (and Buyer shall (or shall cause the Company) to do the same with respect to any Tax Return required to be filed by or with respect the Company or USIS for a Post-Closing Tax Period or, if required to be filed after the Closing Date, a Straddle Period), and shall timely pay (or cause to be timely paid) any Taxes due in respect of such Tax Returns. Tax Returns required to be filed by or with respect to the Company or USIS for any Pre-Closing Tax Period or Straddle Period shall be prepared in a manner consistent with past practices employed with respect to the Company and USIS, as applicable, except to the extent that Buyer, the Company or USIS determines, with the written advice of independent Tax counsel (to be delivered to Seller as an addressee thereof), that there is not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position or that a Tax Return cannot be so prepared and filed without being subject to penalties. With respect to any Tax Return of the Company or USIS which is to be prepared (or caused to be prepared) by Buyer pursuant to this Section 9.2, but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or (ii) relates to a Straddle Period, the Company shall provide Seller and its Representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is required to be paid by Seller pursuant to Section 9.1(a), together with appropriate supporting information and schedules at least thirty (30) days prior to the due date (including any extension thereof) for the filing of such Tax Return. Seller shall have the right to review such Tax Return, schedule and additional information, if any, prior to the filing of such Tax Return, and Buyer shall reflect on such Tax Return any reasonable comments submitted by Seller at least fifteen (15) days prior to the due date of such Tax Return. Neither Buyer nor any of its Affiliates (including, after the Closing Date, the Company and USIS) shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxe...
Returns and Payments. (i) The Seller shall include, or cause to be included, the Company in the consolidated federal tax return and in any consolidated, and (to the extent required by law) any combined or unitary, state, local or foreign tax return to be filed by the Seller for all tax periods, or portions thereof, ending on or before the Closing Date. Seller shall cause to be prepared, consistent with past practice, and file, or cause to be filed, all such consolidated and combined tax returns. The Buyer agrees to cooperate, and Mayflower agrees to cause the Buyer to cooperate, with the Seller in the preparation of all such tax returns and agrees to take no position inconsistent with the Company being a member of such consolidated, combined, or unitary group. The Seller shall cause to be timely paid all taxes to which such tax returns relate for all periods covered by such tax returns including as they relate to the Company (including any such taxes resulting from an election pursuant to Code Section 338(h)(10)).
Returns and Payments. (i) With respect to any Tax Return that has not yet been filed but is required to be filed by the Purchased Subsidiary prior to the Closing Date:
Returns and Payments. (a) Seller shall prepare and file in proper form with the appropriate governmental authority (or cause to be prepared and filed in a timely manner (with extensions) (i) all Tax Returns of the Company or the Subsidiary that are required to be filed on or before the Closing Date, taking into account all available extensions, and (ii) all Returns in which the Company or the Subsidiary joins with Seller or any of its Affiliates (including, without limitation, any Seller Group Consolidated Return and any state or local consolidated or combined income tax return), and shall pay the Taxes required to be paid with such Returns (subject to any right of reimbursement or indemnification hereunder). All other Returns of the Company or the Subsidiary shall be timely filed by or at the instruction of the Purchaser, which shall pay any Taxes required to be paid with such Returns (subject