Tax Returns Sample Clauses

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. 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. After the Closing Date, subject to the provisions of the Transition Services Agreement and excluding any Tax Returns and Asset Taxes required to be filed and/or paid by a Third Party operator, Purchaser shall (a) be responsible for paying any Asset Taxes relating to any (i) Tax period that ends before the Closing Date or (ii) Straddle Period, in each case, that become due and payable after the Closing Date and shall file with the appropriate Governmental Authority any and all Tax Returns required to be filed after the Closing Date with respect to such Asset Taxes, (b) submit each such Tax Return to Seller for its review and comment reasonably in advance of the due date therefor, and (c) timely file any such Tax Return, (i) incorporating any reasonable comments received from Seller with respect to each such Tax Return attributable to a taxable period that ends prior to the Effective Time and (ii) considering in good faith any comments received from Seller with respect to each such Tax Return attributable to a Straddle Period; provided that, in each case, such comments are received from Seller reasonably in advance of the due date therefor. The Parties agree that (x) this Section 10.6 is intended to solely address the timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable taxing authority, and (y) nothing in this Section 10.6 shall be interpreted as altering the manner in which Asset Taxes are allocated to and economically borne by the Parties (except for any penalties, interest or additions to Tax imposed as a result of any breach by Purchaser of its obligations under this Section 10.6, which shall be borne by Purchaser).

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. (i) From the date of this Agreement through and after the Closing, Seller shall prepare (or cause to be prepared) and timely file all Tax Returns relating to the Acquired Companies for taxable periods ending on or before the Closing Date. Such Tax Returns shall not be prepared on a basis inconsistent with past practice (except as otherwise required by Law) without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned), and Seller shall timely and duly remit or cause to be timely and duly remitted any Taxes shown as due in respect of such Tax Returns. Seller shall provide Buyer with copies of all such Tax Returns and supporting workpapers (or, in connection with Tax Returns of any Company Group, Tax packages which shall include pro forma Acquired Company separate Tax Returns and supporting workpapers) at least 20 days prior to the due date for the filing of such Tax Returns (including any extension thereof) for its review and comment prior to the filing of such Tax Returns by Seller. Seller shall make any changes reasonably requested Buyer at least 10 days prior to the due date for the filing of any such Tax Return. (ii) For all Pre-Closing Tax Periods of the Acquired Companies ending on or before the Closing Date, Seller shall cause the Acquired Companies to join in Seller’s consolidated federal income Tax Return. Seller shall include the income of the Acquired Companies (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on Seller’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any Taxes attributable to such income. Such Tax Returns insofar as they relate to the Acquired Companies shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable Laws, and Seller shall not make any election or fail to make any election (including an election under Treasury Regulation Section 1.1502-36(d)) that would have the effect of increasing the Tax liability of Buyer or either of the Acquired Companies in any Post-Closing Tax Period. In connection with any such Tax Returns prepared by Seller, at least 20 days prior to the due date for the filing of any such Tax Returns (taking into account any extension thereof), Seller shall provide Buyer with Tax packages for any such Tax Returns that shall inc...

Tax Returns. (a) Seller shall, or shall cause the Company to, (i) prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company or otherwise with respect to Asset Taxes that are required to be filed on or before the Closing Date and (ii) timely pay or cause to be paid all Taxes due with respect to such Tax Returns. Any such Tax Return prepared and filed or caused to be prepared and filed shall be prepared in accordance with past practice of the Seller or the Company (to the extent permitted by applicable Law). (b) Buyer shall, or shall cause the Company to, (i) prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company or otherwise with respect to Asset Taxes for any Pre-Effective Time Tax Period that are required to be filed after the Closing Date, and (ii) timely pay or cause to be paid all Taxes due with respect to such Tax Returns; provided that Seller shall pay to Buyer an amount equal to the Taxes due with respect to such Tax Return that are attributable to a Pre-Effective Time Tax Period (other than any such Taxes that are Working Capital Liabilities) within five (5) days of receiving a written request from Buyer for the reimbursement of such Taxes, including a calculation thereof. Each such Tax Return described in this Section 11.2(b) shall be prepared in accordance with past practice of the Seller or the Company (to the extent permitted by applicable Law). Buyer shall provide Seller with a copy of each such Tax Return described in this Section 11.2(b) at least ten (10) days prior to the due date for the filing of such Tax Return (or within a commercially reasonable period after the end of the relevant Tax period, if such Tax Return is required to be filed less than ten (10) days after the close of such Tax period), and Buyer shall incorporate all reasonable comments of Seller provided to Buyer in advance of the due date for the filing of such Tax Return.

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 Buyer will prepare or cause to be prepared any Tax Returns of the Company that are due or may be filed by the Company from and after the Closing Date, other than any income Tax Returns required to be filed for periods ending on or prior to the Closing Date, which will be prepared by the Shareholders (at their expense) and delivered in a timely manner to the Buyer. If the Shareholders fail to deliver to the Buyer any Tax Return contemplated by the first sentence of this Section, the Buyer will prepare such Tax Returns or cause them to be prepared at the expense of the Shareholders. In the case of Tax Returns prepared by the Buyer, the Buyer will provide the Shareholders with drafts of any such Tax Returns that include any period ending on or prior to the Closing Date no later than 30 days before their due date (with regard to extensions actually granted) and will permit the Shareholders to review, comment on and approve such draft Tax Returns. The Shareholders will not unreasonably withhold or delay their approval to any such draft Tax Returns. In the case of Tax Returns of the Company prepared by the Shareholders, the Shareholders will prepare such Tax Returns consistent with past practice and in accordance with applicable law, will provide to the Buyer drafts of any such Tax Returns that include any period ending on the Closing Date at least 30 days before the due date thereof, with regard to extensions actually granted, and will permit the Buyer to review, comment on and approve such draft Tax Returns. The Buyer will not unreasonably withhold or delay its approval to any such draft Tax Returns and, after such approval, will execute and file such Tax Returns. The Buyer will cooperate with the Shareholders with respect to any information or documentation reasonably required by the Shareholders in preparing such Tax Returns. For the avoidance of doubt, the Shareholders shall be responsible for payment of all taxes attributed to the activities of the Company up to the Closing Date.