Tax Returns Sample Clauses

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. Except as provided in Section 4.4, Seller shall prepare and file (or cause to be prepared and filed) in a timely manner all Tax Returns relating to the Company for any Tax period that ends on or before the Closing Date. With respect to any Tax Return required to be filed hereunder by the Seller after the date of this Agreement, Seller shall provide Buyer with a copy of such completed Tax Return, at least 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and Buyer shall have the right to review and comment on such Tax Return and statement within 10 days of receiving such Tax Return from Seller. Seller shall consider in good faith Buyer's comments in preparing the final version of such Tax Return that is filed. Except as provided in the Hotel Lease Agreement, Buyer shall prepare and file (or cause to be prepared and filed) in a timely manner all other Tax Returns relating to the Company for Tax periods ending after the Closing Date (including any Straddle Period). Any such Tax Returns prepared by Buyer shall, to the extent permitted by applicable law, be prepared on a basis consistent with previous Tax Returns. With respect to any Tax Return required to be filed hereunder by the Buyer after the Closing Date, and as to which an amount of Tax is allocable to Seller under Section 4.1 hereof, Buyer shall provide Seller with a copy of such completed Tax Return and a statement setting forth the amount of Tax shown on such Tax Return that is allocable to Seller pursuant to Section 4.1 hereof, at least 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and Seller shall have the right to review and comment on such Tax Return and statement within 10 days of receiving such Tax Return from Buyer; provided, however, Buyer's failure to timely provide Seller with the foregoing draft Tax Returns and information shall not relieve Seller of its obligations under Section 4.1 unless Seller is materially prejudiced thereby. Buyer shall consider in good faith Seller's comments in preparing the final version of such Tax Return that is filed. B. In furtherance of Sections 4.1 and 4.2A hereof (i) Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company for any Tax period ending on or before the Closing Date and any Taxes described in Section 4.1A(iii) hereof, and (ii) except as provided in the Hotel Lease Agreement, Buyer shall pay or cause to be...

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. 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. 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. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Retur...

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. (i) Seller shall prepare or shall cause to be prepared all Tax Returns of the Transferred Entities that are due (taking into account extensions) on or prior to the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the past practices of the Transferred Entities, except to the extent required by a change in applicable Law. Seller shall timely file or cause to be timely filed, and shall pay or cause to be paid, any Taxes shown as due on such Tax Returns, taking into account available extensions of filing periods. (ii) The Buyer shall prepare and timely file or cause to be prepared and timely filed all other Tax Returns with respect to the Transferred Entities; provided, however, that not later than twenty (20) days (or in the case of any non-income Tax Return, such shorter period as is reasonable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances) prior to the due date for the filing of such Tax Return by the Buyer, the Buyer shall provide Seller with a copy of the draft of any Tax Return relating to any taxable period (or portion thereof) ending on or before the Closing Date for Seller’s review; provided, further, that the Buyer shall incorporate all of Seller’s reasonable written comments on such Tax Return (to the extent supported by applicable Law at a “more likely than not” or higher level of comfort) provided at least five (5) days prior to the due date for filing such Tax Return and shall not file such Tax Return without the prior written consent of the Seller (not to be unreasonably withheld, conditioned or delayed). (iii) Notwithstanding anything else herein to the contrary, (A) the Seller shall prepare and timely file, or cause to be prepared and timely filed any Seller Consolidated Return and (B) the Buyer shall have no rights to review or comment on any Seller Consolidated Return.

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay t...