Tax Returns, Etc. Each of the Obligors has filed all material income tax returns and all other material tax returns which are required to be filed by it and have paid or made provision for the payment of all material taxes which have become due and payable pursuant to such returns or pursuant to any assessment in respect thereof received by such Obligor or its respective Subsidiaries, except such taxes, if any, as are being contested in good faith by appropriate proceedings conducted with due diligence, which proceedings do not involve any material risk of the sale, forfeiture or loss (or loss of the use) of the Vessels or any interest therein or any payment of Charter Hire, and for the payment of which adequate reserves have been provided in accordance with GAAP.
Tax Returns, Etc. Except as disclosed in Section 3.11 of the Xxxxx Disclosure Schedule:
Tax Returns, Etc. The Trustee shall prepare and shall file on behalf of each Fund all tax returns that the Fund is required by law to file.
Tax Returns, Etc. 15.1 The Seller shall at its cost timely prepare, file, or cause to be prepared and filed, consistent with past practice and (subject to Clauses 14.5 to 14.7) have conduct of all Tax Returns and all matters relating to the Tax Returns of the Group Companies for any Pre-Closing Tax Period including all claims, elections, surrenders, disclaimers, notices and consents and shall present Tax Returns and any communication with any Tax Authority in draft to the Purchaser for review in the case of corporation tax Tax Returns at least 30 days before the date on which the such Tax Returns are required to be filed and in the case of all other Tax Returns within a reasonable period before the expiration of any applicable statutory time limit for the filing of such Tax Returns are required to be filed or, in the case of any communications, before the intended date of submission. With respect to Tax Returns for any Pre-Closing Tax Period, the Purchaser shall procure that the relevant Group Company (i) notifies the Seller of any intended written communication with the relevant Tax Authority, (ii) signs and submits any properly and accurately prepared Tax Return, (iii) makes any proper and accurate claims, disclaimers, notices or elections; and (iv) gives any proper and accurate consents, in each case as may be reasonably required by the Seller. The Purchaser shall timely prepare, file or procure to be prepared and filed, on a basis which is (to the extent permitted by Law) consistent with the past practice and, subject to Clauses 14.5 to 14.7, shall have conduct of all Tax Returns and all matters relating to the Tax Returns of the Group Companies for the Straddle Period and shall present such Tax Returns and any communication with any Tax Authority in draft to the Seller for review, in the case of corporation tax, Tax Returns, at least 30 Business Days before the date on which such Tax Returns are required to be filed and, in the case of all other Tax Returns, within a reasonable period before the expiration of any applicable statutory time limit by the end of which such Tax Returns are required to be filed or, in the case of any communications, before the intended date of submission and shall take into account such reasonable comments in relation thereto as the Seller makes. The Seller shall co operate with the Purchaser in providing such information and assistance as the Purchaser may reasonably request in relation to the Tax Return for the Straddle Period and all Tax ...
Tax Returns, Etc. If, in order properly to prepare its tax returns, other documents or reports required to be filed with Governmental Authorities or its financial statements, to respond to information demands or requests from Governmental Authorities or from third parties involving obligations arising under this Agreement, or to fulfill its obligations hereunder, it is necessary that the Company be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of Xxxxxxxxx, the Company or its respective Representatives, Xxxxxxxxx, the Company or such Representative, as the case may be, shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense.
Tax Returns, Etc. 3.1 The Company has properly and duly and within applicable time limits made all returns and supplied all information, accounts, computations, reports, registrations and given all notices to the Inland Revenue or other Tax Authority (as appropriate) as required by law for Tax purposes within the requisite period and the Company has maintained all such records as are required to be maintained by it. All such returns, information, accounts, computations, reports, registrations and notices were and are complete, correct and accurate in all material respects.
Tax Returns, Etc. The Venture shall be treated and shall file its Federal, state and local tax returns as a partnership, and each Venturer shall use its best efforts to cause the partnership to maintain its status as a partnership for tax purposes. BOVIE shall be the "Tax Matters Partner" for purposes of the Internal Revenue Code. Should there be any question or controversy with the Internal Revenue Service or other tax authorities involving the Venture, the Venture may incur any expense which it deems necessary or advisable in the interest of the Venturers in connection with any such question or controversy, including professional fees and costs of any protests, litigation and/or appeals. The Tax Matters Partner shall not have the authority to pay the tax on any claimed deficiency and then institute a proceeding for a refund of such tax payment, without having first obtained the written consent of the other Vcnturar to such action. The out-of-pocket expenses of the Tax Matters Partner reasonably incurred in the performance of its duties hereunder shall be reimbursed in accordance with the provisions of this Agreement. Both Vcnturets shall have agreed to and signed any tax return of the Venture prior to the filing of such tax return.
Tax Returns, Etc. Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the calculation of any Taxes and with the preparation and filing of Tax Returns for periods through the Effective Time pursuant to this Agreement, and in connection with any Tax Proceeding with respect to Taxes for any period through the Effective Time affecting or relating to any Acquired Company. Such cooperation shall include the retention and (upon the other party's written request) the provision of records and information that are reasonably relevant to such preparation and filing and to any Tax Proceeding relating thereto and providing additional information and explanation of any material so provided.
Tax Returns, Etc. The Company has delivered to the Buyer correct and complete copies of all federal and state income Tax Returns for each of the last three years, examination reports and statements of deficiencies assessed against or agreed to by the Company since the incorporation of the Company and any agreement with a Governmental Authority relating to any Tax that could be payable by the Company. No examination or audit of any Tax Return of the Company by any Governmental Authority is currently in progress or, to the Company’s Knowledge, threatened or contemplated. There are no outstanding waivers or extensions of any applicable statute of limitations for the assessment or collection of Taxes of the Company or with respect to any Tax Return of the Company. There are no outstanding written or oral requests for information from the IRS or any other Governmental Authority. No written claim has ever been made to the Company by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. There are no Liens on any Assets of the Company for unpaid Taxes, other than Taxes not yet due and payable. Section 4.10(c) of the Disclosure Schedule identifies all foreign, federal, state and local Tax Returns with respect to income, sales, payroll, excise and other taxes required to be filed by the Company in each of the last three years and the periods covered by such returns.
Tax Returns, Etc. Except in connection with its Tax Returns for Minnesota sales and use taxes for the taxable periods between April 1, 2003 and March 31, 2006, New Jersey income taxes for its taxable years between 1999 and 2002 and Colorado sales and use taxes for such period yet to be identified by the Colorado Department of Revenue, there are no examinations or audits of any Tax Return of the Buyer or any of its Subsidiaries by any Governmental Authority currently in progress or, to the Knowledge of Buyer, threatened or contemplated. There are no outstanding waivers or extensions of any applicable statute of limitations for the assessment or collection of Taxes of the Buyer or any of its Subsidiaries or with respect to any Tax Return of the Buyer or any of its Subsidiaries. There are no outstanding written or oral requests for information from the IRS or any other Governmental Authority. No written claim has ever been made to the Buyer or any of its Subsidiaries by a Governmental Authority in a jurisdiction where the Buyer or any of its Subsidiaries does not file Taxes that it is, or they are, or it or they may be subject to taxation by that jurisdiction. There are no Liens on any assets of the Buyer or any of its Subsidiaries for unpaid Taxes, other than Taxes not yet due and payable.
