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.
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Tax Returns. (a) ONEOK shall prepare (or cause to be prepared) and timely file all Tax Returns required to be filed with any Tax Authority with respect to the Entities for all Tax Periods ending on or before the Closing Date and shall pay all Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) due with respect to such Tax Returns. Northern Border shall timely pay all Taxes due with respect to such Tax Returns to the extent of any applicable accruals included within the calculation of Final Closing Working Capital. ONEOK shall provide Northern Border with drafts of such Tax Returns at least 10 days prior to the due date for filing such Tax Returns (taking into account extensions) for Northern Border’s review and comment; provided that in the case of a Tax Return which is a Consolidated Return, ONEOK shall only be required to provide the portions of such Consolidated Return relating solely to the income, gain, loss and deduction of the Entities. The final form of any such Tax Return required to be provided to Northern Border (and the portion of any such Consolidated Return relating solely to the Entities), pursuant to the preceding sentence, shall be subject to Northern Border’s prior written consent, which shall not be unreasonably withheld; provided that Northern Border shall not withhold consent to the filing of any such Tax Return if such Tax Return (or in the case of a Consolidated Return the portion thereof relating to the Entities) is prepared in a manner consistent with Section 10.4(c) of this Agreement and the treatment of any items that are not covered by past practice would not have an adverse effect on the Taxes of the Entities for any period beginning on or after the Closing Date or the portion of any Straddle Period (as defined below) that is Northern Border’s responsibility. In the case of any Tax Return required to be filed by ONEOK pursuant to this Section 10.4(a) after the Closing Date, Northern Border shall arrange for the signing of such Tax Returns or shall provide ONEOK with such powers or attorney or other authorization, in each case as may be necessary to effect such filings in accordance with applicable Tax Law.
(b) Northern Border shall prepare (or cause to be prepared) and timely file all Tax Returns for all Tax Periods ending after the Closing Date, including all Tax Returns for periods which include but do not end on the Closing Date (“Straddle Periods”) (the “Northern Border ...
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 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. (i) The Indemnifying Parties shall be responsible for the timely filing (taking into account any extensions received from the relevant tax authorities) of all Tax Returns required by Law to (A) be filed by the Acquired Companies on or prior to the Closing Date or (B) include the Acquired Companies in a consolidated, combined or unitary Tax Return filed by the Indemnifying Parties or any of their Affiliates (other than any Tax Indemnitee) with respect to any taxable period ending prior to or including the Closing Date, (ii) such Tax Returns shall be correct and complete in all material respects and accurately set forth all items to the extent required to be reflected or included in such Tax Returns by applicable Tax Laws and (iii) all Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by the Indemnifying Parties as and when required by Law. Such Tax Returns shall be prepared and filed on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by an intervening change in Law, closing agreement or other settlement entered into with a Taxing Authority, or decision of a judicial authority.
(b) The Acquired Companies (or, where relevant, the combined or consolidated group of which the Acquired Companies are members) shall be responsible for the timely filing (taking into account any extensions received from the relevant Tax Authorities) of all Tax Returns required by Law to be filed by the Acquired Companies, or to include the Acquired Companies, after the Closing Date.
(c) The Acquired Companies shall not take positions, make elections or use methods on Tax Returns that deviate substantively from positions taken, elections made or methods used in prior periods in filing such Tax Returns (any such deviation being a “Position Change”); provided that the Acquired Companies may make a Position Change, if (i) doing so would not increase the amount of the indemnity (assuming no Position Change) to be paid to any Tax Indemnitee by the Indemnifying Parties pursuant to Section 7.1, or (ii) the Stockholders’ Representative consents to such Position Change, such consent not be unreasonably withheld or delayed, as determined in accordance with the resolution procedures provided in Section 7.4(d) and Section 7.4(e).
(d) The Acquired Companies shall submit any Tax Returns that could give rise to a claim for indemnification to the Stockholders’ Representative not later than forty-f...
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. (a) Seller shall be responsible for preparing: (i) all Consolidated or Combined Returns; (ii) all Tax Returns of the Transferred Entities due on or prior (after taking into account all appropriate extensions) to the Closing Date; and (iii) all Tax Returns of the Transferred Entities related to Income Taxes for any Pre-Closing Tax Period, other than any Tax Returns with respect to Straddle Periods (“Seller Prepared Returns”). All Seller Prepared Returns (other than Consolidated or Combined Returns) shall be prepared in accordance with existing procedures, practices and accounting methods of the Transferred Entities. Each Seller Prepared Return (other than Consolidated or Combined Return) that is required to be filed by any of the Transferred Entities after the Closing Date shall be submitted to Buyers at least twenty (20) days prior to the due date for filing such Tax Return. Seller shall consider in good faith any reasonable comments made by Buyers in finalizing such Tax Return. Buyers shall cause the applicable Transferred Entity to file any Seller Prepared Return delivered to Buyers that was prepared in accordance with the two preceding sentences.
(b) Buyers shall be responsible for preparing and filing all other Tax Returns relating to the Business or assets of the Transferred Entities; provided, however, that in the case of any such Tax Return: (i) for a Straddle Period that relates to Income Taxes; or (ii) that was not prepared consistent with existing procedures, practices and accounting methods and shows an Indemnified Tax, not later than twenty (20) days prior to the due date for filing such Tax Return by Buyers, Buyers shall provide Seller with a copy of relevant portions of the draft of such Tax Return for Seller’s approval.
(c) Without the prior written consent of Seller (which shall not be unreasonably withheld, delayed or conditioned), Buyers shall not, and shall not permit any of their respective Affiliates to, amend any Tax Returns or make or change any Tax elections or accounting methods, in each case with respect to any of the Transferred Entities relating to a Pre-Closing Tax Period or a Straddle Period if such action could reasonably be expected to cause Seller or any of its Affiliates (other than the Transferred Entities) to be liable for any Tax (including any Indemnified Tax) or could reasonably be expected to reduce the amount of refund for the benefit of Buyers (determined in accordance with Section 5.3), except to the extent requir...
Tax Returns. Seller shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Subject Company for taxable years or periods ending on or before the Closing Date and shall timely pay any Taxes due in respect of such Tax Returns; provided, however, that unless, at Purchaser's option, Seller and Purchaser make an election under Section 338(h)(10) of the Code, (i) at least 30 days prior to the due date for filing any such Tax Return (taking into account any applicable extensions), Seller shall furnish Purchaser with a completed copy of any such Tax Returns for Purchaser's review and comment and (ii) no such Tax Returns shall be filed with any taxing authority without Purchaser's prior written consent, such consent not to be unreasonably withheld. Any such Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Subject Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Subject Company for taxable years or periods including but not ending on the Closing Date; provided, however, that to the extent Seller is liable in all or part for the Taxes shown on such Tax Returns, (i) at least 30 days prior to the due date for filing any such Tax Return (taking into account any applicable extensions), Purchaser shall furnish Seller with a completed copy of any such Tax Returns for Seller's review and comment and (ii) no such Tax Returns shall be filed with any taxing authority without Seller's prior written consent, such consent not to be unreasonably withheld. Any such Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Subject Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Subject Company for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. Seller shall pay to Purchaser the Taxes for which Seller is liable pursuant to Section 5.4(a) but which are payable with respect to Tax Returns to be filed by Purchaser pursuant to the previous sentence within ten days prior to t...
Tax Returns. (a) Seller shall prepare or cause to be prepared all Tax Returns of the Companies (i) required to be filed after the date hereof for all Pre-Effective Date Periods and (ii) required to be filed after the date hereof but on or prior to the Closing Date for all Straddle Periods (the “Seller Tax Returns”). Such Seller Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of the due date for the filing of any such Seller Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and reasonable comment. Purchaser or Seller, as applicable, will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed and will provide a copy thereof to the non-filing Party. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Seller Tax Return filed by Purchaser, Seller shall pay to Purchaser the amount of any Seller Taxes with respect to such Tax Return.
(b) Purchaser shall prepare or cause to be prepared all Tax Returns of the Companies required to be filed after the Closing Date for all Straddle Periods (“Purchaser Tax Returns”). Such Purchaser Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of the due date for the filing of any such Purchaser Tax Returns, Purchaser shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Seller for its review and reasonable comment. Purchaser will cause such Tax Return (as revised to incorporate Seller’s reasonable comments) to be timely filed and will provide a copy thereof to Seller. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Purchaser Tax Return, Seller shall pay to Purchaser the amount of any Seller Taxes with respect to such Tax Return.
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 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.