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. (i) The taxable year of the Company and, to the extent permitted by applicable Law, each Company Subsidiary, that includes the Closing Date shall close at the end of the day on the Closing Date for all income Tax purposes, and all income Tax Returns shall be filed consistently with the foregoing.
(ii) The parties agree that any deduction from taxable income of the Company and the Company Subsidiaries arising in connection with the transactions contemplated hereby shall be allocable to Pre-Closing Tax Periods to the extent that such deduction is in fact legally deductible during the Pre-Closing Tax Period under applicable Law, and the parties shall cause their Affiliates to treat such deductions as arising in Pre-Closing Tax Periods for purposes of this Agreement and for all income Tax purposes to the maximum extent permitted by applicable Law.
(iii) For all applicable Tax periods ending on or before the Closing Date, the Seller shall cause the Company to join in any Combined Tax Returns to the extent permissible under applicable Law, and the Seller shall pay, and be responsible for, any Taxes attributable to the Company with respect to such Tax Returns.
(iv) Other than the Tax Returns described in Section 7.9(a)(iii), Buyer shall (i) prepare, or cause to be prepared, any Tax Returns for Pre-Closing Tax Periods of the Company and the Company Subsidiaries filed after the Closing Date and (ii) pay, and be responsible for, all Taxes with respect to such Tax Returns; provided that, Buyer shall (x) deliver, or cause to be delivered, a copy of any such Tax Returns that report any Taxes in respect of the Restructuring to the Seller at least twenty (20) days prior to the date on which such Tax Return is required to be filed (taking into consideration applicable extensions) for the Seller’s review and comment, and shall make any reasonable comments provided by the Seller within ten (10) days of the receipt thereof and (y) not file any Tax Return referenced in clause (x) above without the prior written consent of the Seller, which shall not be unreasonably withheld, conditioned or delayed.
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. 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. Except as otherwise provided in Section 9.2 of this Agreement:
(a) ARCap shall prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to ARCap, the Fund Entities and their respective Subsidiaries on or before the Closing Date, and ARCap shall remit or cause to be remitted all Taxes shown due on such Tax Returns; and
(b) Purchasers shall prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to ARCap, the Fund Entities and their respective Subsidiaries after the Closing Date (other than Tax Returns with respect to periods for which a consolidated, unitary or combined Tax Return of Sellers (or any Subsidiary of any Seller other than ARCap, the Fund Entities or any of their respective Subsidiaries) will include any of ARCap, the Fund Entities or their respective Subsidiaries), and Purchasers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns except those Tax Returns for which the due date for filing (without regard to extensions) is after the Closing Date but which covers a period prior to the Closing Date ("Carryover Returns"). With respect to such Carryover Returns, Purchasers shall prepare or cause to be prepared draft Tax Returns and submit such drafts to Sellers Representative no later than fifteen (15) days prior to the due date of such Carryover Returns. If the parties agree with such proposed Tax Returns, Purchasers shall cause any of ARCap, the Fund Entities or any of their respective Subsidiaries, as applicable, to timely file, with extensions, such Tax Returns, with the date of such filings to be determined by Purchasers in good faith, with no intent to delay the expiration of the Survival Period. If the parties disagree, after good faith diligent negotiation, Purchasers shall timely file, with extensions, such Tax Return as proposed by Purchasers and immediately following such filing, the parties will engage a nationally recognized independent accounting firm to mediate the dispute, with costs being shared equally. Sellers shall pay to the Purchasers the Sellers' Portion of the Taxes due with respect to the Carryover Returns attributable to the portion of the period up to and including the Closing Date no later than three (3) days prior to the due date of such payment, determined pursuant to the last two sentences of Section 9.2; provided, that Sellers shall not be responsible for...
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 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. 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. (a) After the Closing Date, the Buyer and the Company will cause the Company to be included in the Buyer’s affiliated group pursuant to Treasury Regulations Section 1.1502-75 and will join together in filing a consolidated federal income Tax Return. The Seller shall be responsible for preparing and filing all income Tax Returns with respect to the activity of the Company for any taxable period ending on or prior to the Closing Date, all such Tax Returns shall report the Transaction Tax Deductions in such a taxable period, and the Seller hereby covenants and agrees to pay all income Tax shown on such income Tax Returns (except to the extent such income Tax is reflected in the calculation of the Working Capital Amount). The parties hereby agree that all Transaction Expenses shall be paid as of or on the Closing Date and shall not result in any payables for the Company after the Closing.
(b) With respect to Tax Returns that are required to be filed by or with respect to the Company for Straddle Periods (“Straddle Returns”), such Straddle Returns shall be prepared in a manner consistent with past practice (unless otherwise required by law). Buyer shall deliver, at least 30 days prior to the due date for filing such Straddle Return (including extension), to the Seller a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 10.7 (the “Tax Statement”) and copies of such Straddle Return. The Seller shall have the right to review such Straddle Return and the Tax Statement prior to the filing of such Straddle Return and, within ten days after the date of receipt by Seller of any Straddle Return, to request in writing any reasonable changes to such Straddle Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Return and the Tax Statement and mutually to consent to the filing as promptly as possible of such Straddle Return. In the event the parties are unable to resolve any dispute within ten days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm selected pursuant to Section 2.5(c) to resolve in a final binding matter prior to the due date for such Straddle Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer.
(c) The Buyer shall be responsible for preparing and filing all Tax Returns that relate to ...
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. (a) A representative appointed by the Sellers (the "SELLERS' REPRESENTATIVE") shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Returns of the Company that are due with respect to any taxable year or other taxable period ending on or prior to the Closing Date. 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, however, that such returns shall be prepared by treating items on such Returns in a manner consistent with the past practices with respect to such items, unless otherwise required by law. The Company shall provide to the Sellers' Representative such access to the books and records of the Company as may be reasonably necessary for the Sellers' Representative to prepare the Returns. The Sellers' Representative shall provide to the Purchaser drafts of all Returns of the Company required to be prepared and filed by the Sellers' Representative under this Section 9.1(a) at least sixty (60) days prior to the due date (including extensions) for the filing of such Returns. At least forty-five (45) days prior to the due date (including extensions) for the filing of such Returns, the Purchaser shall notify the Sellers' Representative of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the Purchaser may have to any items set forth on such draft Returns. The Purchaser and the Sellers through the Sellers' Representative agree to consult and resolve in good faith any such objection; it being agreed that if the Sellers' Representative and the Purchaser can not reach an agreement at least 10 days prior to the due date for the filing of such Return, the matter shall be referred to KPMG Peat Marwick or another nationally recognized accounting firm mutually acceptable to the Sellers' Representative, on the one hand, and the Purchaser, on the other hand, for resolution. The Sellers, on the one hand, and the Purchaser on the other hand, shall equally share the costs incurred in retaining such accounting firm.
(b) Except as provided in Section 9.1(a), the Purchaser shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Returns of the Company. Such authority sha...