Tax Returns Sample Clauses
The Tax Returns clause outlines the responsibilities and procedures related to the preparation, filing, and review of tax returns for a business or entity. Typically, it specifies which party is responsible for preparing and submitting tax documents, how information will be shared between parties, and may set timelines for review or approval before filing. This clause ensures that tax compliance obligations are clearly allocated, reducing the risk of errors, disputes, or penalties related to tax filings.
POPULAR SAMPLE Copied 24 times
Tax Returns. (a) Seller shall have the exclusive authority and obligation on behalf of the Company and its Subsidiaries to prepare, execute and timely file, or cause to be prepared, executed and timely filed, all Tax returns with respect to periods ending on or before the Closing Date. Such Tax returns shall be prepared in a manner consistent with the past practices of the Company and its Subsidiaries unless such past practice has been finally determined by the applicable taxing authority to be incorrect or unless a contrary treatment is required by applicable Law or the judicial or administrative interpretation thereof. Seller shall permit Buyer to review and comment on each such Tax return described in the preceding sentence prior to filing. Seller will not amend, and will not permit the Company or any Subsidiary to amend, any of the Company’s or any Subsidiary’s Tax returns after the date hereof without Buyer’s written consent (such consent not to be unreasonably withheld). To the extent Seller is required to modify any Tax returns to accommodate any election under Section 338(g) of the Code (as requested by Buyer), Buyer agrees to be responsible for, and waive any claims against Seller for, any increased Liability arising out of such election.
(b) Except as provided in Section 4.6(a), Buyer shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax returns of or relating to the Company or any Subsidiary required to be filed after the Closing Date. Any Tax Return to be prepared and filed for a taxable period beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax return, unless otherwise required by applicable Law. Buyer shall permit Seller to review and comment on each such Tax return described in the preceding sentence prior to filing. Buyer will not amend, and will not permit the Company or any Subsidiary to amend, any of the Company’s or any Subsidiary’s Tax returns that relate to any pre-Closing taxable period without Seller’s written consent (such consent not to be unreasonably withheld).
Tax Returns. The Company has filed all material federal, state and foreign income tax returns required to be filed by or on behalf of the Company on or before the due dates therefor (taking into account all extensions of time to file) and has paid or provided for the payment of all such material taxes indicated by such tax returns and all assessments received by the Company to the extent that such taxes or assessments have become due.
Tax Returns. Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.
Tax Returns. Any Tax Return to be prepared pursuant to the provisions of this Section 5.3(b) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in applicable Tax Laws. The following provisions shall govern the allocation of responsibility as between the Parties for certain Tax matters:
(i) Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each Sale Entity for all Pre-Closing Tax Periods (other than a Straddle Period) regardless of when they are to be filed (each, a “Seller Return”). With respect to any Seller Return that is a Non-Income Tax Return (each, a “Seller Non-Income Return”) filed after the Closing Date, Seller shall deliver to Buyer for its review and comment a copy of such Seller Non-Income Return for its review as soon as reasonably possible. Seller shall reasonably consider any comments provided by Buyer with respect to such Seller Non-Income Return. In no event will Buyer or any Affiliate of Buyer have any rights or access to any Tax Return or other Tax information of Seller’s Affiliated Group that does not relate to the Sale Entities, including, for the avoidance of doubt, any Seller Consolidated Tax Return (other than pro forma returns or separate company returns of the Sale Entities, which Buyer reasonably requests). Buyer shall, and shall cause each Sale Entity to, authorize and direct their respective officers to execute any and all Seller Returns required to be filed by Seller pursuant to this Section 5.3(b)(i). Seller shall timely remit or cause to be remitted to the applicable Governmental Authority (or shall pay to Buyer at least three (3) days prior to the due date for remittance to the applicable Governmental Authority) any Taxes due in respect of any Seller Return (the “Seller Pre-Closing Taxes”); provided that Seller Pre-Closing Taxes shall not include Taxes that are taken into account in the calculation of the Working Capital. For the avoidance of doubt, Seller Pre-Closing Taxes shall include any payments of estimated Taxes due with respect to any such Seller Return.
Tax Returns. (i) Newco shall be responsible for the preparation and timely filing of all Company Consolidated Income Tax Returns for any Pre-Closing Tax Period, including Company Consolidated Income Tax Returns for such period that are due after the Closing Date, all Tax Returns for any Tax period relating to the Newspaper Subsidiaries, and all Broadcasting Tax Returns required to be filed on or before the Closing Date. Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post- Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror.
(ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i)), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared in a manner consistent with the past practice of the Company in preparing such Tax Returns. Acquiror shall provide Newco with a draft of any such Tax Return relating to any Pre-Closing Tax Period or Straddle Period at least thirty (30) days prior to the due date for filing such Tax Return (taking into account any applicable extensions), and Newco may provide Acq...
Tax Returns. The Company and its subsidiaries have filed all foreign, federal, state and local tax returns that are required to be filed or have obtained extensions thereof, except where the failure so to file would not, individually or in the aggregate, result in a Material Adverse Effect, and have paid all taxes (including, without limitation, any estimated taxes) required to be paid and any other assessment, fine or penalty, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Effect.
Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.
Tax Returns. The General Partner shall cause income tax returns for the Partnership to be prepared and timely filed with the appropriate federal, state and local taxing authorities.
Tax Returns. The Company has filed all U.S. federal, state, local and non-U.S. tax returns required to be filed through the date hereof and has paid all taxes required to be paid thereon, and no tax deficiency has been determined adversely to the Company (nor does the Company have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company), except in each case as would not reasonably be expected to have a Material Adverse Effect.
Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.