Tax Returns and Cooperation Sample Clauses

Tax Returns and Cooperation. (i) Sellers shall, or shall use good faith commercially reasonable efforts to cause the Company to, prepare and timely file, in a commercially reasonable manner, (x) all Returns and amendments thereto required to be filed by or for the Company for all taxable periods ending on or before the Closing Date. Madden will be given a reasonable opportunity to review and comment on all such Returns required to be filed after the date hereof.
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Tax Returns and Cooperation. (i) The Principal Shareholders shall cause the Company to prepare and timely file, in a manner consistent with past practice and subject to the review and reasonable approval of Parent, which approval shall not be unreasonably withheld, delayed or conditioned, all United States federal, state, local, and foreign Tax Returns and amendments thereto required to be filed by or for the Company and each Company Subsidiary for all taxable periods ending on or before the Closing Date. The Principal Shareholders shall provide Parent with a draft of such Tax Returns at least fourteen (14) days prior to the due date (including applicable extensions) of each such Tax Return. Parent will be given a copy of Tax Returns filed after the date hereof.
Sample 1
Tax Returns and Cooperation. (a) The Stockholders' Representative shall prepare or cause to be prepared all income Tax returns or reports for SND that must be filed in respect to any short taxable period ended on or before the Closing Date and each such Tax return shall be prepared in a manner consistent with SND's past practice. The Stockholders' Representative shall permit the Buyer to review and comment on each such Tax return described in the preceding sentence. The Buyer shall file or cause to be filed each such Tax return. The Buyer shall pay or cause to be paid to the appropriate taxing authority any Taxes imposed on SND in respect of such returns. Pursuant to Section 1.2(a)(ii) and (iii), the Stockholders have deposited with SND from the proceeds of the Purchase Price, $910,800 as an estimate of the Built-in Gain Tax and $374,014 as an estimate of the NJ Tax. If either such tax is greater than the applicable estimate, the Stockholders shall pay to the Buyer on or before the due date for the tax return an amount equal to the Built-in Gain Tax in excess of $910,800 or an amount equal to the NJ Tax in excess of $374,014, as the case may be. If such estimate is greater than the actual Built-in Gain Tax and/or the NJ Tax, such excess shall be promptly paid to the Shareholders in proportion to their ownership in SND as set forth on Schedule I attached hereto. The Stockholders shall pay all Taxes imposed on them individually as S corporation shareholders pursuant to Section 1366 of the Code and any analogous provision of state or local law. The Buyer shall prepare or cause to be prepared and file all other Tax returns required to be filed after the Closing Date, and shall pay all Taxes shown thereon or otherwise imposed on or payable by SND after the Closing Date attributable to the operations of SND following the Closing.
Sample 1
Tax Returns and Cooperation. (a) Network, Parent and the Surviving Corporation acknowledge and agree that Xxxxxxx Xxxx Xxxxxxx of Texas, P.C. (“
Sample 1
Tax Returns and Cooperation. The Company will promptly provide or make available to Parent and Buyer copies of all Tax Returns, reports and information statements that are filed after the date of this Agreement and prior to the Closing Date. The Company shall provide Parent and Buyer with such assistance and information as may reasonably be requested in connection with (i) the preparation of any Tax Return involving the Purchased Assets and (ii) the determination, preservation, or use of any Tax Asset or any item listed in Section 381(c) of the Code (or any similar item under applicable state and local law). The Company shall (x) retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Period until the expiration of the statute of limitations (and, to the extent notified by Parent and Buyer, any extensions thereof) of the respective taxable periods, and (y) give Parent and Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Parent or Buyer so requests, to allow Parent or Buyer to take possession of such books and records.
Sample 1
Tax Returns and Cooperation. (a) The Stockholders' Representatives shall prepare or cause to be prepared all income Tax Returns or reports for the Company that must be filed after Closing for all S-Corp Periods of the Company, and each such Tax Return shall be prepared in a manner consistent with past practice. The Stockholders' Representatives shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer shall file or cause to be filed each such Tax Return and, in the event a Section 338(h)(10) Election is made, Buyer shall pay or cause to be paid to the appropriate taxing authority any Taxes imposed on the Company that arise by reason of the Section 338(h)(10) Election ("Buyer 338(h)(10) Taxes") or the California Transfer; provided that any such Buyer 338(h)(10) Taxes attributable to Section 1374 of the Code or any comparable provisions of state or local law) shall be no more than such Tax payable on $7,000,000 of net unrealized built-in gain. The Stockholders shall pay to Buyer, and Buyer shall remit to the appropriate taxing authority, all Taxes imposed on the Company in respect of such Tax Return other than Buyer 338(h)(10)
Sample 1
Tax Returns and Cooperation. (i) Seller shall, or shall use good faith commercially reasonable efforts to cause each of the Companies to, prepare and timely file all Returns and amendments thereto required to be filed by or for each of the Companies for all taxable periods ending on or before the Closing Date. If the due date (including extensions) to file any such Return is after the Closing Date and Seller by law is not authorized to sign such Returns on a Company’s behalf, Madden shall provide a requisite power of attorney to sign such Returns to Seller not more than five (5) days after Madden’s, such Company’s or any affiliate’s receipt of any such Returns from Seller. Madden will be given a reasonable opportunity to review and comment on all such Returns required to be filed after the date hereof, but in no event will Seller be required to make changes to the Returns based on Madden’s comments.
Sample 1
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Related to Tax Returns and Cooperation

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Tax Returns and Audits All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

  • Tax Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

  • Tax Returns and Reports The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor's expense, and file all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service Form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder the appropriate Internal Revenue Service form and the information required to be provided on such form. The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Trustees shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities.

  • Tax Returns Except as set forth on Schedule 3.13:

  • Tax Returns and Payments Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

  • Tax Returns and Elections The Company shall cause to be prepared and timely filed all federal, state and local income tax returns or other returns or statements required by applicable law. As soon as reasonably practicable after the end of each fiscal year of the Company, the Company shall cause to be prepared and delivered to the Member all information with respect to the Company necessary for the Member’s federal and state income tax returns.

  • Tax Returns and Payment Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Tax Returns and Information The Partnership shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis of the accrual method and the taxable period or year that it is required by law to adopt, from time to time, as determined by the General Partner. In the event the Partnership is required to use a taxable period other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable period of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal, state and local income tax reporting purposes with respect to a taxable period shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable period ends. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for federal income tax purposes.

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