S CORPORATION TAX RETURNS Sample Clauses

S CORPORATION TAX RETURNS. After the Closing, the Purchaser shall cause the Corporations to have all federal and state income Tax Returns not yet due to be filed for all taxable periods ending on or before the Closing Date (the "S CORPORATION TAX RETURNS") prepared by Johnxxx & Xssociates at the Corporations' expense in a manner consistent with such Tax Returns as previously filed by the Corporations; and the Purchaser shall cause the Corporations to file such Tax Returns not later than the due dates (taking into account extensions) thereof. The parties shall cooperate with one another and provide access to all information, books and records as may be reasonably required for the preparation of these Tax Returns, any amendments thereto and any audits or examinations thereof. Prior to the Closing, each Corporation shall declare a dividend to the Sellers, as the then record holders of the shares in the Corporations, in an aggregate amount equal to 45% of the taxable income of the Corporation for the period commencing January 1, 1998 and ending on the Closing Date. The Purchaser shall cause the Corporations to pay such dividend to the Sellers within 30 days after the Closing Date. In the event that the Corporations do not pay in full such dividend to the Sellers within such 30 day period, then the Purchaser shall cause the Corporations to pay to the Sellers interest on the unpaid portion of such amount at a rate of ten percent (10%) per annum which shall accrue from the 31st day after the Closing Date to the date of actual payment. If such dividend distribution received by a Seller exceeds such actual personal tax liability of that Seller, then that Seller shall, within 30 days after the filing of the Seller's federal and Georgia state income tax returns, pay to the Purchaser such excess. In the event that the Seller does not pay such excess within such 30 day period, then the Seller shall pay to the Purchaser interest at a rate of ten percent (10%) per annum which shall accrue from the 31st day after filing to the date of actual payment. If such dividend distribution is less than such actual personal tax liability, then the Purchaser shall pay to the Seller such shortfall within 30 days of the filing of the Seller's federal and Georgia state income tax returns. In the event that the Purchaser does not pay such shortfall within such 30 day period, then the Purchaser shall pay to the Seller interest at a rate of ten percent (10%) per annum which shall accrue from the 31st day after filin...
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S CORPORATION TAX RETURNS. (i) The Stockholders shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, at Invatec's reasonable cost and expense, all income Tax Returns of the Company that are due with respect to the Company's fiscal year ended October 31, 1997. Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company shall be reported or disclosed in such Returns; provided, that such Returns shall be prepared by treating items on such Returns in a manner consistent with past practices with respect to such items, and in accordance with applicable law. The Stockholders shall provide to Invatec drafts of all income Tax Returns of the Company required to be prepared and filed by the Stockholders under this PARAGRAPH 2(D) at least 30 days prior to the date for the filing of such Returns. At least 15 days prior to the due date for the filing of such Returns, Invatec shall notify the Stockholders of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) Invatec may have to any item set forth on such draft Returns. Invatec and the Stockholders agree to consult and resolve in good faith any such objections.
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S CORPORATION TAX RETURNS. Seller shall, at its sole cost and expense, prepare or cause to be prepared and timely file or cause to be timely filed any (a) any U.S. Internal Revenue Service Form 1120-S (U.S. Income Tax Return for an S Corporation) of the Company for any Tax period ending on or prior to the Closing Date, and (b) any state or local Tax Return of the Company for income or similar Taxes imposed on Seller on a “flow-through” basis for any Tax period ending on or prior to the Closing Date, in each case, that is required to be filed after the Closing Date. Each such Tax Return shall be prepared in accordance with past custom and practice of the Company, except as otherwise required by applicable Laws. At least 30 days prior to the due date for filing any such Tax Return, Seller shall deliver such Tax Return, together with all supporting documentation and workpapers, to Buyer for Buyer’s review, reasonable comment, and approval (such approval not to be unreasonably withheld, conditioned, or delayed), and Seller shall incorporate and include any reasonable comments that are provided by Buyer to Seller in writing at least 5 days prior to the due date for filing such Tax Return.
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S CORPORATION TAX RETURNS. The S corporation federal income tax returns (Form 1120S) of the Company for the tax year beginning on January 1, 1996, shall be prepared by the regular accounting firm of the Company, at the sole cost and expense of the Company, with the Stockholders having a right to review and make comments on such return prior to its being filed with the Internal Revenue Service.
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S CORPORATION TAX RETURNS. Bekins and Sellers will elect not to apply the pro rata allocation rules to the S termination year pursuant to Section 1362(e)(3) of the Code. Accordingly, Bekins will close its books on the Closing Date. Buyer agrees to cooperate in the filing of such election as the election must be included in the C short taxable year of Bekins. Buyer also agrees to cooperate in the filing of the tax returns for the final period during which Bekins was an S corporation.
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S CORPORATION TAX RETURNS. 7.10(a) SEC...............................4.04
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S CORPORATION TAX RETURNS. (i) The Stockholders shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, at Stockholders' sole cost and expense, all income Tax Returns of the Company that are due with respect to the Company's fiscal year ended December 31, 1997, and for the short year S Corporation Tax Return for the period beginning January 1, 1998. Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company shall be reported or disclosed in such Returns; provided, that such Returns shall be prepared by treating items on such Returns in a manner consistent with past practices with respect to such items, and in accordance with applicable law. The Stockholders shall provide to Invatec drafts of all income Tax Returns of the Company required to be prepared and filed by the Stockholders under this PARAGRAPH 2(E) at least 30 days prior to the date for the filing of such Returns. Within 15 days after receipt of such draft Returns, Invatec shall notify the Stockholders of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) Invatec may have to any item set forth on such draft Returns. Invatec and the Stockholders agree to consult and resolve in good faith any such objection.
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Related to S CORPORATION TAX RETURNS

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • Tax Returns Except as set forth on Schedule 3.13:

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Certain Tax Matters At or after the Closing, all ad valorem, property or other Taxes imposed on a periodic basis pertaining to the Purchased Assets shall be prorated on the basis of the number of days of the relevant Tax year or period which have elapsed through the Closing Date, determined without reference to any change of ownership occasioned by the consummation of the transactions contemplated by this Agreement. The Seller shall be responsible for that portion of such amounts relating to the period on or prior to the Closing Date and the Buyer shall be responsible for that portion of such amounts relating to the period after the Closing Date. The Buyer and the Seller shall cooperate, as and to the extent reasonably requested by either party, in connection with the filing of any Tax Returns, and Action with respect to Taxes, relating to the Purchased Assets or the operation of the Business. Such cooperation shall include the retention and (upon a party’s reasonable request) the provision of records and information which are reasonably relevant to any such Tax Return, or Action, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and timely notification of receipt of any notice of an Action or notice of deficiency relating to any Tax or Tax Return with respect to which the non-recipient may have liability hereunder. Notwithstanding anything in this Agreement to the contrary, any claim against the Seller pursuant to this paragraph shall be made by the Buyer no later than six (6) months after Closing; the Seller shall have no liability for Taxes after expiration of six (6) months from Closing.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Signature on Returns; Tax Matters Partner (a) The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

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