Short Year Tax Return Sample Clauses

Short Year Tax Return. Buyer shall cause Arthxx Xxxexxxx XXX to prepare and file S Corporation short year tax returns for Chatham for the period ending on the Closing Date and provide copies thereof to the Sellers Representatives. *****
Sample 1
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Short Year Tax Return. The Purchaser agrees that they will cause Alaska to prepare federal and state tax returns, as applicable, for Alaska for the tax year 2003 from January 1, 2003 through the date of the Closing of the Merger and provide such tax return(s) to the Company as soon as practicable. Purchaser shall timely pay any tax liability of Alaska shown on such return or resulting from the transactions contemplated hereby.
Sample 1
Short Year Tax Return. The Stockholder Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date (the “Short Year Tax Returns”). The Short Year Tax Returns shall be prepared on a basis consistent with past practice, except to the extent required by applicable Law, and the Stockholder Representative shall timely pay or cause to be timely paid all Taxes shown on such Tax Returns. The Stockholder Representative shall deliver each Short Year Tax Return, at least thirty (30) days in advance of filing, to the Purchaser for review and shall provide to the Purchaser such information as the Purchaser may reasonably request to confirm prior to filing that the Short Year Tax Returns are prepared in adherence to past practice and otherwise as required by this Agreement. The Purchaser shall cooperate with the Stockholder Representative in connection with the filing of the Short Year Tax Returns for the short year prior to the Closing, and the Stockholder Representative and his or her representatives shall be given access to the Books and Records of the Company for such period as necessary and appropriate in connection with the filing of such Tax Returns. The Stockholder Representative shall pay (or cause the Stockholders to pay) all of the Taxes due pursuant to such Tax Returns and the accountants fees and all other fees, costs and expenses relating to the preparation of such Tax Returns in excess of the liabilities therefor shown on the Effective Date Balance Sheet (such excess, the “Excess Short Tax Year Liability”). In the event the Stockholder Representative determines that there will be a taxable loss in one or more of the Short Year Tax Returns (the “Short Year Tax Loss”), the Stockholder Representative shall promptly apply for refunds of any estimated taxes already paid by the Company with respect to the Short Year. Any cash income tax refund received by the Company, including any interest accrued and paid by Taxing Authorities with respect to such refund (together, the “Short Year Tax Refund”) shall be paid as provided in Section 2.13.
Sample 1
Short Year Tax Return. Upon the earlier of (i) the date MVBI terminates it subchapter S corporation status or (ii) the Closing Date (the "Sub S Termination Date"), the books and records of MVBI shall be closed and a short-year return (the "Short-Year Return") shall be prepared for MVBI. Notwithstanding any provisions of this Agreement to the contrary, HBI consents to the termination of the subchapter S corporation status of MVBI and its Subsidiaries at any time prior to the Closing Date, as solely determined by Sellers. After the Closing Date, HBI shall thereafter operate the business in whatever form so chosen by HBI. MVBI's accountant shall after the Sub S Termination Date determine MVBI's income for the
Sample 1
Short Year Tax Return. In the event any Tax Return shall be due for a period which is less than the entire taxable year of the Company in which the Closing occurs as a result of the liquidation of the Company by Acquisition in a transaction described in Section 332 of the Code, any reorganization described in Section 368(a)(1) of the Code in which the Company is not the surviving entity, the addition of the Company as members of the affiliated group of corporations which includes Acquisition and any other reason requiring that a Tax Return be filed for such period, the Majority Shareholders shall cause such Tax Return to be filed not later than its due date and shall bear the cost and expense of the preparation of the Tax Return. Any tax due with such Tax Return shall be subject to provisions of Article XII. Acquisition shall cause the Company to make available to the Majority Shareholders access to the Company's books and records as shall be necessary for the preparation of the Tax Return and shall cooperate with the Majority Shareholders in the preparation of the Tax Return.
Sample 1

Related to Short Year Tax Return

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

  • 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.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • DAC Tax Election The Ceding Company and the Reinsurer make an election pursuant to Treasury Regulation Section 1.848-2 (g) (8) of the Income Tax Regulations issued December, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended, and agree to the terms stipulated in Schedule G – DAC Tax Schedule.

  • Straddle Period Tax Allocation The Company and the Subsidiaries will, unless prohibited by applicable Law, close each of their applicable taxable periods as of the close of business on the Closing Date. If applicable Law does not permit the Company and the Subsidiaries to close any of its taxable years on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to Sellers for the period up to and including the close of business on the Closing Date, and (ii) to Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property or ad valorem taxes attributable to a Straddle Period shall be allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

  • Accounting Methods; Income Tax Elections Except as disclosed in ---------------------------------------- Company SEC Reports filed before the date of this Agreement, or as required by a Governmental Entity, the Company shall not change its methods of accounting in effect at December 31, 1997, except as required by changes in GAAP as concurred in by the Company's independent auditors. The Company shall not (i) change its fiscal year or (ii) make any material tax election, other than in the ordinary course of business consistent with past practice, without consultation with Parent.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

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