Tax Returns Filed After Closing Sample Clauses

Tax Returns Filed After Closing. Buyer shall prepare or shall cause to be prepared all Tax Returns required by Applicable Law to be filed by the Companies after the Closing Date, including Tax Returns with respect to a Straddle Period. Buyer shall deliver to Seller any Tax Returns relating to a Pre-Closing Tax Period no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions). Seller shall be entitled to review and comment on such Tax Returns, such comments to be provided at least fifteen (15) days before such Tax Returns are due to be filed, and Buyer and Seller agree to negotiate in good faith to resolve any disagreements. In the event any disagreement between Buyer and Seller cannot be resolved before such Tax Returns are due to be filed, such Tax Returns shall be filed in accordance with Buyer’s reasonable determination; provided that in this event any amount indicated as due and payable on such Tax Returns in respect of Taxes that relate to Pre-Closing Tax Periods shall not be determinative of Losses. Buyer shall cause any amounts shown to be due on Tax Returns that include Pre-Closing Tax Periods to be timely remitted to the applicable Governmental Authority on or prior to the date such Taxes are due.
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Tax Returns Filed After Closing. Acquiror shall prepare or shall cause to be prepared all Tax Returns with respect to a Pre-Closing Tax Period required by Law to be filed by the Company or its Subsidiaries after the Closing Date. All Taxes that are due and payable with respect to Tax Returns described in this Section 7.6(b) shall be the responsibility of the Securityholders to the extent they constitute Pre-Closing Taxes, and shall, for the avoidance of doubt, be subject to indemnification pursuant to Article VIII, including Section 8.2(a)(vii). The Tax Returns described in this Section 7.6(b) with respect to a Pre-Closing Tax Period shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by Law. The Acquiror shall provide Securityholder Representative with a copy of each such Tax Return for its review and comment no less than twenty (20) days prior to the due date (taking into account valid extensions thereto) for such Tax Return and Acquiror shall consider in good faith Securityholder Representative’s reasonable comments to such Tax Returns. Acquiror shall not amend any Tax Returns of the Company or any of its Subsidiaries for any Pre-Closing Tax Period, file a Tax Return for a Pre-Closing Tax Period in a jurisdiction in which the Company or its Subsidiary has not historically filed Tax returns reporting that type of Tax for such entity, or initiate any discussions with any Governmental Entity concerning any Tax Returns for a Pre-Closing Tax Period or enter into any voluntary disclosure agreement for Pre-Closing Tax Period without the Securityholder Representative’s prior written consent (not to be unreasonably withheld, conditioned or delayed).
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Tax Returns Filed After Closing. 74 Section 12.04. Refunds Attributable to Pre-Balance Sheet Periods................................... 75 Section 12.05. Tax Contests Related to Pre-Balance Sheet Periods.................................. 75
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Tax Returns Filed After Closing. (i) Subject to clause (ii) below, after the Closing Date, Buyer shall prepare or cause to be prepared and shall file or cause to be filed all Tax Returns for the Company and the Company Subsidiaries for all taxable periods beginning before the Closing Date for which Tax Returns have not been filed prior to the Closing (“Specified Tax Returns”), and Buyer shall pay or cause to be paid all Taxes shown to be due on such Specified Tax Returns.
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Tax Returns Filed After Closing. Buyer shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by any of the Companies after the Closing Date, including Tax Returns with respect to a Straddle Period. Buyer shall prepare or cause to be prepared any Tax Return with respect to a Pre-Closing Tax Period in good faith and in a manner consistent with the Companies’ past practice except as required by law. Buyer shall deliver to Seller any Tax Return relating to a Pre-Closing Tax Period no less than twenty (20) Business Days prior to the applicable due date for filing such Tax Returns (taking into account applicable extensions). Seller shall be entitled to review and comment on such Tax Returns. If Seller objects to any items in such Tax Returns, Seller shall notify Buyer in writing of its objection within ten (10) Business Days of receiving a copy of the relevant Tax Return. Buyer and Seller shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If Buyer and Seller cannot resolve any disputed item, then the item in question shall be resolved by the Audit Firm. The fees and disbursements of the Audit Firm shall be borne equally by Seller, on the one hand, and the Buyer, on the other hand. If the parties or the Audit Firm, as applicable, are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Buyer shall file the Tax Return as originally prepared (but, reflecting any items on which the parties have agreed) and shall amend such Tax Return, if necessary, following the resolution of such dispute pursuant to the method set forth in this Section 6.02. Buyer shall pay the amount of any Taxes shown as due on such Tax Returns; provided that no later than five (5) Business Days prior to the date that such Taxes are required to be paid to the relevant Taxing Authority, Seller shall pay to Buyer the amount of such Taxes relating to a Pre-Closing Tax Period.
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Tax Returns Filed After Closing. Parent shall prepare or shall cause to be prepared all Tax Returns with respect to a Pre-Closing Tax Period required by Law to be filed by the Company after the Closing Date. All Taxes that are due and payable with respect to Tax Returns described in this Section 7.6(b) shall be the responsibility of the Securityholders to the extent they constitute Pre-Closing Taxes, and shall, for the avoidance of doubt, together with any related costs and other Losses, be subject to indemnification pursuant to Article IX, including Section 9.2(a)(vi) .
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Tax Returns Filed After Closing. Buyer shall prepare or shall cause to be prepared all Tax Returns required by applicable Law to be filed by in respect of the Transferred Subsidiaries or Transferred Assets after the Closing Date, including Tax Returns with respect to a Straddle Period.
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Tax Returns Filed After Closing. Acquiror shall prepare or shall cause to be prepared all Tax Returns with respect to a Pre-Closing Tax Period required by Law to be filed by the Company or its Subsidiaries after the Closing Date. If such Tax Return is a federal income Tax Return or reports a material Liability for Taxes for which indemnification by the Securityholders could be required hereunder, Acquiror will, at least twenty (20) days prior to the due date for filing such Tax Return (taking into account valid extensions thereto), provide the Securityholder Representative with a copy of such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Securityholder Representative in writing) for review and comment. Acquiror will consider in good faith any reasonable comments or suggestions made by the Securityholder Representative. All Taxes that are due and payable with respect to Tax Returns described in this Section 7.9(b) shall be the responsibility of the Securityholders to the extent they constitute Pre-Closing Taxes, and shall, for the avoidance of doubt be subject to indemnification pursuant to Article IX, including Section 9.2(a)(ix). The Tax Returns described in this Section 7.9(b) with respect to a Pre-Closing Tax Period shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by Law.
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Tax Returns Filed After Closing. Acquiror shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company and the Company Entities with respect to a Pre-Closing Tax Period ending on or before the Closing Date due after the Closing Date and any Straddle Period (each, an “Acquiror Prepared Return”), and Acquiror shall remit or cause to be remitted any Taxes due in respect of such Acquiror Prepared Returns. For any such Acquiror Prepared Return, Acquiror shall (i) prepare or cause to be prepared such Tax Returns in a manner consistent with the Company’s or applicable subsidiary’s past practices unless otherwise required by applicable Law or this Agreement, (ii) deliver to the Securityholder Representative for its review and comment a draft of any income Tax Return or other Tax Return that reflects a material amount of Tax at least thirty (30) days prior to the due date (taking into account valid extensions thereto) for filing such Tax Returns and twenty (20) days for filing non-income Tax Returns, and (iii) shall incorporate the Securityholder Representative’s reasonable comments to the extent such comments are sustainable on a “more likely than not” basis.
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Related to Tax Returns Filed After Closing

  • Tax Returns Filed Except as set forth on Schedule 2.17(b), all federal, state, foreign, county, local and other tax returns required to be filed by or on behalf of the Company have been timely filed and when filed were true and correct in all material respects, and the taxes shown as due thereon were paid or adequately accrued. True and complete copies of all tax returns or reports filed by the Company for each of its three (3) most recent fiscal years have been delivered to MIOA. The Company has duly withheld and paid all taxes which it is required to withhold and pay relating to salaries and other compensation heretofore paid to the employees of the Company.

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • 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 Except as set forth on Schedule 3.13:

  • 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 Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Shareholder Reports All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.

  • Company SEC Reports (a) Since March 31, 2008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

  • Mail Received After Closing Following the Closing, Apple may receive and open all mail addressed to the Seller that Apple believes relates to the Business and, to the extent that such mail and the contents thereof relate to the Business or the Acquired Assets, deal with the contents thereof in its discretion, and to the extent that it does not relate thereto, shall promptly deliver same to Seller.

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